Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability during the Employment Period: (i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination; (ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination; (iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination; (iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination; (v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and (vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).
Appears in 11 contracts
Samples: Employment Agreement (Sunstone Hotel Investors, Inc.), Employment Agreement (Sunstone Hotel Investors, Inc.), Employment Agreement (Sunstone Hotel Investors, Inc.)
Death or Disability. If In the Executiveevent Employee’s employment is terminated terminates by reason of the Executive’s his death or Disability during Disability, Employee (or his estate) shall be entitled to receive the Employment PeriodAccrued Rights and all outstanding equity and non-equity based awards (including any awards or interests under the Incentive Plans) held by Employee immediately prior to the Date of Termination shall become fully vested as of such date; provided, that, notwithstanding the foregoing, any awards or interests held by Employee as of the Date of Termination under any Incentive Plan shall continue to be governed by the terms and conditions of such plans relating to the forfeiture of awards that are fully vested. In addition, Employee shall be entitled to receive the following, provided Employee (or his estate) delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement:
(i) The Accrued Obligations shall be paid a lump sum payment equal to the Executive18 months’ worth of Employee’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as Salary in effect on the Date of TerminationTermination (determined without regard to any reduction in Base Salary imposed by the Company in violation of Section 3(a) hereof), shall be paid to payable as soon as practicable but no later than the Executive’s estate or beneficiaries or to earlier of (A) March 15 following the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal calendar year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program termination occurs or (or such higher amount in the sole discretion of the Compensation CommitteeB) by a fraction, the numerator of which is the number of 90 days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination; and
(ii) Employee (in the case of a termination due to Disability), subject his spouse and eligible dependents (to the Executiveextent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s valid election group health plans on the same terms and conditions as active employees of the Company for a period of one (1) year following the Date of Termination. Notwithstanding the foregoing, in the event the Company is unable to continue healthcare provide continued participation in the Company’s group health plans or to the extent such continued participation would subject the Company to negative tax consequences or would be provided during a period when, in the absence of the benefits provided in this Section 5(b)(ii), Employee or his dependants would not be entitled to continuation coverage under Section 4980B of the Code, the Company shall continue will reimburse Employee for amounts necessary to provide enable Employee to obtain similar benefits, and any such reimbursement will be made in accordance with the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration provisions of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5§ 1.409A-3(i)(1)(iv), or (y) the Company is otherwise unable to continue to cover the Executive under its group . The health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the remaining portion thereofperiod during which continued benefits are being provided pursuant to this Section 5(b)(ii).
Appears in 10 contracts
Samples: Employment Agreement (Clayton Williams Energy Inc /De), Employment Agreement (Clayton Williams Energy Inc /De), Employment Agreement (Clayton Williams Energy Inc /De)
Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than the obligation to pay or provide:
(i) The a lump sum cash payment in an amount equal to the sum of the Accrued Obligations shall be paid and the Other Benefits and Expenses to the Executive or the Executive’s estate or beneficiaries or to the Executivebeneficiary, as applicablethe case may be, within 30 days after as soon as reasonably practicable following the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus a prorated Target Incentive Payment for the partial fiscal year in which the Date of Termination occurs, determined by multiplying occurs based upon the Executive’s Target Annual Bonus under period of time during the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar fiscal year during which the Date Executive was employed by Cadence pursuant to this Agreement; provided that (other than any portion of Termination occurs through such annual Incentive Payment that was previously deferred, which portion shall instead be paid in accordance with the Date of Termination applicable deferral arrangement and the denominator of which is 365, any election thereunder) such payment shall be paid made no later than the 15th calendar day of the third month following the close of the fiscal year with respect to which such Incentive Payment is earned;
(iii) in the case of the Executive’s estate or beneficiaries or to the ExecutiveDisability, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 12-month period following the Date of Termination, subject a payment each month equal to the monthly cost of continued coverage for the Executive and, where applicable, the Executive’s valid election spouse and dependents, under COBRA paid by the Executive under the Company’s group health plan pursuant to continue healthcare coverage under Section 4980B of the Code, less the Company shall continue to provide amount that the Executive would be required to contribute for such health coverage if the Executive were an active employee of the Company; provided that the Executive is eligible for and timely elects COBRA continuation coverage; and
(iv) in the case of the Executive’s eligible dependants Disability, for a 12-month period following the Date of Termination, Cadence shall purchase a term life insurance policy that provides the Executive with COBRA Coverage, provided, however, substantially the same life insurance benefit that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of Executive would have received had the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) Executive remained employed by the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter during such 12-month period; provided that such policy can be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)purchased at standard rates.
Appears in 10 contracts
Samples: Employment Agreement (Cadence Bancorporation), Employment Agreement (Cadence Bancorporation), Employment Agreement (Cadence Bancorporation)
Death or Disability. If In the Executiveevent Employee’s employment is terminated terminates by reason of the Executive’s his death or Disability during Disability, Employee (or his estate) shall be entitled to receive the Employment PeriodAccrued Rights and all outstanding equity and non-equity based awards (including any awards or interests under the Incentive Plans) held by Employee immediately prior to the Date of Termination shall become fully vested as of such date; provided, that, notwithstanding the foregoing, any awards or interests held by Employee as of the Date of Termination under any Incentive Plan shall continue to be governed by the terms and conditions of such plans relating to the forfeiture of awards that are fully vested. In addition, Employee shall be entitled to receive the following, provided Employee (or his estate) delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement:
(i) The Accrued Obligations shall be paid a lump sum payment equal to the Executive18 months’ worth of Employee’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as Salary in effect on the Date of TerminationTermination (determined without regard to any reduction in Base Salary imposed by the Company in violation of Section 3(a) hereof), shall be paid to payable as soon as practicable but no later than the Executive’s estate or beneficiaries or to earlier of (A) March 15 following the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal calendar year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program termination occurs or (or such higher amount in the sole discretion of the Compensation CommitteeB) by a fraction, the numerator of which is the number of 90 days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination; and
(ii) Employee (in the case of a termination due to Disability), subject his spouse and eligible dependents (to the Executiveextent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s valid election group health plans on the same terms and conditions as active employees of the Company for a period of one (1) year following the Date of Termination. If benefits are continued pursuant to continue healthcare this Section 5(b)(ii) during a period when, in the absence of the benefits provided in this Section 5(b)(ii), Employee or his dependants would not be entitled to continuation coverage under Section 4980B of the Code, Employee and his dependants shall receive reimbursement for all medical expenses no later than the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration end of the period of continuation coverage to be, exempt from calendar year immediately following the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) calendar year in which the Company is otherwise unable to continue to cover the Executive under its group applicable expenses were incurred. The health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the remaining portion thereofperiod during which continued benefits are being provided pursuant to this Section 5(b)(ii).
Appears in 9 contracts
Samples: Employment Agreement (Clayton Williams Energy Inc /De), Employment Agreement (Clayton Williams Energy Inc /De), Employment Agreement (Clayton Williams Energy Inc /De)
Death or Disability. If the (a) The Company may terminate Executive’s employment is terminated by reason of the Executive’s hereunder due to death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or beneficiaries or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the Executivedate of termination, as applicable, within 30 days after the Date of Termination;
(ii) In addition tothe actual bonus, and irrespective ofif any, the amount earned during the applicable calendar year, 100% he would have received in respect of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination his termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) prorated by a fraction, the numerator of which is the number of days elapsed in such fiscal year prior to the calendar year during which the Date date of Termination occurs through the Date of Termination Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to the Executive or Executive’s estate personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or beneficiaries or to the Executive’s beneficiaries, as applicable, within 30 days after in accordance with the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year terms of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of applicable benefit plan. At the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and expense, Executive and/or Executive’s continued employment or service with the Company dependents shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable be entitled to continue to cover participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy and/or Executive’s dependents shall thereafter be paid entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the Executive death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in substantially equal monthly installments over the continuation coverage period (or definition of Accrued Employment Entitlements) shall be governed by the remaining portion thereof)terms of such plans.
Appears in 9 contracts
Samples: Employment Agreement (Cinemark Holdings, Inc.), Employment Agreement (Cinemark Holdings, Inc.), Employment Agreement (Cinemark Holdings, Inc.)
Death or Disability. If In the Executiveevent Employee’s employment is terminated terminates by reason of his death, or either party terminates Employee’s employment due to Disability pursuant to Section 4(b), the ExecutiveCompany shall pay to Employee the Accrued Payments. In addition, and contingent upon Employee (or Employee’s death estate) satisfying the Severance Conditions, the Company shall also provide the Employee (or Disability during Employee’s estate) the Employment Periodfollowing payments and other benefits:
(i) The Accrued Obligations shall be paid Payment of an amount equal to the Executivetwenty-four (24) months of Employee’s estate or beneficiaries or to the Executive, Base Salary as applicable, within 30 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base SalaryTermination Date, as payable in effect a lump sum on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period 30th day following the Date of TerminationTermination Date, subject unless termination is due to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, a Disability that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A does not constitute a disability under Treasury Regulation Section 1.409A-1(a)(51.409A-3(i)(4), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy which case payment shall thereafter be paid to the Executive in substantially equal monthly installments over a period of twenty-four (24) months beginning on the continuation coverage first payroll date which occurs in the first month following the Termination Date; plus
(ii) Payment of an amount equal to 2.0 times the Target STI Amount, calculated based on Employee’s Base Salary in effect on the Termination Date, payable in a lump sum on the 30th day following the Termination Date, unless termination is due to a Disability that does not constitute a disability under Treasury Regulation Section 1.409A-3(i)(4), in which case payment shall be in substantially equal monthly installments over a period of twenty-four (24) months beginning on the first payroll date which occurs in the first month following the Termination Date; plus
(iii) Payment of a Pro-Rata Bonus for the calendar year of termination, payable as soon as administratively feasible following preparation of the Company’s audited financial statements for the applicable calendar year, but in no event later than March 31 (or earlier than January 1) of the remaining portion thereofcalendar year following the calendar year to which such STI Payment relates; plus
(iv) Payment or reimbursement on a monthly basis of the premiums required to continue Employee’s (and his spouse’s and dependent children’s) group health care coverage for a period of twenty-four (24) months following Employee’s Termination Date, provided that Employee or his spouse or dependent children, as applicable, elect benefits under COBRA. If necessary to avoid inclusion in taxable income by Employee of the value of in-kind benefits, or if coverage cannot be provided under COBRA or the Company’s health and welfare plans, such health care continuation premiums shall be provided in the form of taxable payments to Employee, which payments shall be made without regard to whether Employee elects to continue and remain eligible for such benefits under COBRA, and in which event Company shall pay to Employee, with each monthly reimbursement, an additional amount of cash equal to A/(1-R)-A, where A is the amount of the reimbursement for the month, and R is the sum of the maximum federal individual income tax rate then applicable to ordinary income and the maximum individual Colorado income tax rate then applicable to ordinary income; plus
(v) All unvested time-based LTI Grants held by Employee shall immediately and automatically vest in full and, in the case of options or other exercisable LTI Grants, shall remain exercisable for the period of time set forth in the applicable award agreement, and all outstanding performance-based LTI Grants held by Employee shall remain outstanding through the end of the respective performance period, and may be deemed earned and vested at the end of the respective performance period to the extent that the stock price target or other performance thresholds applicable to such awards are met on such measurement date, as determined by the Board in its reasonable discretion. Notwithstanding anything to the contrary in this Section 5(d)(v), in the event that an LTI Grant is “non-qualified deferred compensation” subject to the requirements of Section 409A, such LTI Grant will be paid at the same time and in the same form as it would have been paid had Employee continued to be employed by the Company, unless the applicable award agreement expressly provides for a different time and form of payment for death or Disability, as applicable.
Appears in 6 contracts
Samples: Employment Agreement (Resolute Energy Corp), Employment Agreement (Resolute Energy Corp), Employment Agreement (Resolute Energy Corp)
Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability during the Employment Period:
(i) The Executive or his estate (as applicable) shall be paid the aggregate amount of:
(A) the Accrued Obligations Obligations, which shall be paid to Executive or his estate (as applicable) within ten (10) days following the Date of Termination, plus
(B) (I) one and one-half (1.5), multiplied by (II) the sum of (x) the Base Salary in effect on the Date of Termination plus (y) the average Annual Bonus received by the Executive for the three (3) complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Date of Termination (provided that for purposes of calculating the amount pursuant to this clause (y), (1) to the extent the Executive received no Annual Bonus in a year due to a failure to meet the applicable performance objectives, such year will still be taken into account (using zero (0) as the applicable bonus) in determining the amount pursuant to this clause (y), and (2) to the extent the Executive was not employed for an entire fiscal year, the Annual Bonus received by the Executive for such fiscal year shall be annualized for purposes of the calculation, which amount shall be paid to the Executive’s Executive or his estate or beneficiaries or to the Executive, (as applicable), subject to applicable withholding, within 30 thirty (30) days after following the Date of Termination;
(ii) In addition toFor the period beginning on the Date of Termination and ending on the date which is twelve (12) full months following the Date of Termination (or, and irrespective ofif earlier, the amount earned during date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage or the date on which the applicable calendar yearcontinuation period under COBRA expires), 100% the Company shall pay for and provide Executive (if applicable) and his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s annual Base Salarytermination with healthcare benefits which are substantially the same as the benefits provided to currently active employees, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA (provided that Executive or his dependents shall be solely responsible for all matters relating to such continuation of coverage pursuant to COBRA, including, without limitation, election of such coverage and timely payment of premiums). If any of the Company’s health benefits are self-funded as in effect on of the Date of Termination, instead of providing continued health insurance coverage as set forth above, the Company shall be paid instead pay to the ExecutiveExecutive or his estate (as applicable) an amount equal to twelve (12) multiplied by the monthly premium the Executive or his dependents would be required to pay for continuation coverage pursuant to COBRA for the Executive (if applicable) and his eligible dependents who were covered under the Company’s estate or beneficiaries or health plans as of the Date of Termination (calculated by reference to the Executive, premium as applicable, within 30 days after of the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in ), which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s Executive or his estate or beneficiaries or to the Executive, (as applicable) in a lump sum, subject to applicable withholding, within 30 thirty (30) days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company ; and
(iii) The Other Benefits shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid or provided to the Executive in substantially equal monthly installments over the continuation coverage period or his estate (or the remaining portion thereof)as applicable) on a timely basis.
Appears in 5 contracts
Samples: Employment Agreement (Excel Trust, Inc.), Employment Agreement (Excel Trust, Inc.), Employment Agreement (Excel Trust, Inc.)
Death or Disability. If the Executive’s employment this Agreement is terminated by reason as a result of the Executive’s 's death or Disability during the Employment PeriodDisability:
(ia) The Accrued Obligations Company shall be paid pay to the Executive (or to his estate, in the event the Executive is deceased) the following amounts:
(1) any unpaid portion of the Executive’s estate or beneficiaries or 's Base Salary (as in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as applicableof the Date of Termination, in a lump sum cash payment within 30 thirty (30) days after the Date of Termination;
(ii2) In addition to, and irrespective of, an amount equal to two (2) times the amount earned during the applicable calendar year, 100% sum of the Executive’s annual 's Base Salary, Salary (as in effect on the Date of Termination, shall be paid to ) plus the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the 's Target Annual Bonus Incentive Compensation for the partial fiscal year in during which the Date of Termination occurs, determined by multiplying in bi-weekly installments over a two (2) year period following the Executive’s Target Annual Bonus under 's Date of Termination. The Company shall, to the applicable Company bonus program (extent feasible, purchase insurance to cover all or such higher amount any part of the obligation contemplated in the sole discretion foregoing sentence, and the Executive agrees to submit to a physical examination and otherwise cooperate with the Company to facilitate the procurement of the Compensation Committeesuch insurance; and
(3) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date case of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to compensation previously deferred by the Executive, as applicable, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within 30 thirty (30) days after the Date of Termination;Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(ivb) Any Annual Bonus required to be paid The Company shall, promptly upon submission by the Executive (or his estate) of supporting documentation, pay or reimburse to the Executive pursuant any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 2(b)(ii4.8 of this Agreement if the Executive's employment had not terminated.
(c) above The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to him under Section 4.7 if the Executive's employment had not terminated, if such coverage continues to be available to the Company, until the earlier of (1) the date the Executive becomes eligible for any fiscal year comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the 's Date of Termination;. Notwithstanding the foregoing, the medical, dental, and/or vision coverage provided under this Section 6.2(c) shall cease immediately if the Executive violates any of his Continuing Obligations.
(vd) All outstanding restricted stock and other equity awards granted Whenever compensation is payable to the Executive under any of the Company’s equity incentive plans (this Agreement during a period in which he is partially or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time totally disabled, and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).Disability would
Appears in 4 contracts
Samples: Executive Employment Agreement (Allied Waste Industries Inc), Executive Employment Agreement (Allied Waste Industries Inc), Executive Employment Agreement (Allied Waste Industries Inc)
Death or Disability. If If, during the Employment Period, the Executive’s employment is terminated by reason of the Executive’s death or Disability during then, in addition to the Employment PeriodAccrued Obligations:
(i) The Accrued Obligations shall be paid An amount equal to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iiiii) A An amount equal to a pro rata portion of the Annual Bonus for the partial fiscal calendar year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus for such year under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iviii) Any Annual Bonus required to be paid to earned by the Executive pursuant to Section 2(b)(ii) above for any fiscal calendar year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(viv) All Any then-outstanding restricted stock, restricted stock and unit or other equity equity-based awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) which are outstanding and unvested as of the Date of Termination that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested vest in full; and
(viv) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants dependents with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).
Appears in 4 contracts
Samples: Employment Agreement (Sunstone Hotel Investors, Inc.), Employment Agreement (Sunstone Hotel Investors, Inc.), Employment Agreement (Sunstone Hotel Investors, Inc.)
Death or Disability. If the ExecutiveEmployee’s employment is terminated by reason of the ExecutiveEmployee’s death or Disability during Disability, the Employment Period:
Company shall pay to Employee or Employee’s legal representatives (i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date later to occur of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying or the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion effective date of the Compensation Committee) by Release, a fraction, lump sum in cash equal to the numerator sum of which is the number of days elapsed in the calendar year during which the Date of Termination occurs Employee’s Annual Base Salary through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid and any compensation previously deferred by Employee (if anytogether with any accrued interest or earnings thereon) (the “Accrued Obligations”), within 30 days after ; (ii) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination;
Termination to the extent not previously paid, which amount shall be paid at such time as the Company pays other executives of the Company annual bonuses for the prior calendar year (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year in a press release); (iii) without duplication of any amount payable pursuant to clause (ii) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year in a press release); (iv) any amounts arising from Employee’s participation in, or benefits under, any Investment Plan (the “Accrued Investments”), which amounts shall be paid in accordance with the terms and conditions of such Investment Plan; and (v) All outstanding restricted stock and other equity awards granted any amounts to the Executive under which Employee or Employee’s spouse, beneficiaries or estate are entitled from Employee’s participation in, or benefits under, any of the Company’s equity incentive plans Welfare Plan (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service “Accrued Welfare Benefits”), which amounts shall be paid in accordance with the Company shall immediately become vested terms and conditions of such Welfare Plan. Except as described in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under this Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(55(a), in the event of Employee’s termination by reason of Employee’s death or (y) the Company is otherwise unable Disability, Employee and Employee’s legal representatives, as applicable, shall forfeit all rights to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)any other compensation.
Appears in 4 contracts
Samples: Employment Agreement (Odyssey Healthcare Inc), Employment Agreement (Odyssey Healthcare Inc), Employment Agreement (Odyssey Healthcare Inc)
Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 18-month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).the
Appears in 4 contracts
Samples: Employment Agreement (Sunstone Hotel Investors, Inc.), Employment Agreement (Sunstone Hotel Investors, Inc.), Employment Agreement (Sunstone Hotel Investors, Inc.)
Death or Disability. If the Executive’s employment is terminated by reason because of death or Permanent Disability, Executive, in the case of Permanent Disability, or his surviving spouse (or his estate if Executive’s spouse does not survive him), in the case of Executive’s death, shall be entitled to: his pro rata Base Salary and pro rata Target Bonus through the date of termination for the year in which the termination occurs, plus a lump sum amount equal to the greater of: the remainder of the Base Salary that would have been earned by Executive under this Agreement between the time of his Death or Permanent Disability and the expiration of the then-current term of this Agreement, or 12 months of Base Salary plus his Target Bonus for the year of termination; and full acceleration of vesting for all stock, stock option and other equity awards. If Executive’s employment is terminated because of death or Permanent Disability, if a member of Executive’s family provides timely notice to the health plan administrator of Executive’s death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the Permanent Disability, and if Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) family members who are covered by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year health plan of the Company that ends on or before timely elect continued coverage under COBRA, the Date Company will reimburse such family members for the monthly COBRA cost of Termination shall be continued health coverage paid to by such family members under the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any health plan of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject pursuant to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code. Such reimbursements shall continue for the applicable period during which the family member is eligible for continued coverage under COBRA, but not in excess of 24 months. When COBRA coverage would otherwise end for the family member, the Company shall continue family member may elect to provide extend the Executive and COBRA continuation coverage under the Company’s health plan until the date that is 24 months from Executive’s eligible dependants with COBRA Coveragedate of termination, providedprovided that the Company’s health plan permits such extension and such extension will not cause adverse tax consequences to the Company, howeverExecutive or Executive’s family member or estate. These reimbursements will commence on the 60th day following the date of termination and will be paid on the first payroll date of each month, provided that (x) if any plan pursuant to which such benefits are provided is not, or ceases Executive’s family member demonstrates proof of payment of the applicable premium prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)applicable reimbursement payment date.
Appears in 3 contracts
Samples: Employment Agreement, Employment Agreement (Contango Oil & Gas Co), Employment Agreement (Contango Oil & Gas Co)
Death or Disability. If In the Executive’s employment is terminated by reason event of a termination on account of the Executive’s death or Disability during Disability, the Employment PeriodExecutive or the Executive’s estate, as the case may be, is entitled to the following:
(i) The Accrued Obligations shall be paid to any accrued but unpaid Base Salary through the date of termination, payable on the pay date immediately following the date of the Executive’s estate or beneficiaries or to termination in accordance with the Executive, as applicable, within 30 days after the Date of TerminationCompany’s regular payroll practices;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to reimbursement for unreimbursed business expenses properly incurred by the Executive, as applicable, within 30 days after payable in accordance with the Date of TerminationCompany’s expense reimbursement policy;
(iii) A pro rata portion all other payments, benefits or fringe benefits to which the Executive is entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant, provided that in no event will the Executive be entitled to any severance or termination payments except as specifically provided in this Agreement (collectively, payments in Section 8(a)(i) through 8(a)(iii) hereof are referred to herein as the “Accrued Benefits”);
(iv) any earned but unpaid Annual Bonus with respect to the calendar year ending on or preceding the date of termination, payable on the otherwise applicable payment date (the “Prior Year Bonus”);
(v) a payment equal to the product of (A) the Annual Bonus, if any, that the Executive otherwise would have earned for the calendar year that includes the date of termination had no such termination occurred, based on actual achievement of the Annual Bonus applicable performance goals for the partial fiscal such year determined in which the Date of Termination occursaccordance with Section 4 hereof, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program and (or such higher amount in the sole discretion of the Compensation CommitteeB) by a fraction, the numerator of which is the number of days elapsed in the calendar Executive was employed by the Company during the year during which the Date of Termination occurs through the Date of Termination termination and the denominator of which is 365the number of days in such year, shall be paid to payable on the Executive’s estate or beneficiaries or to date the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to for the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in fulltermination would otherwise have been paid; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases termination occurs prior to the expiration grant of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case2021 Awards, an amount equal to 150% the 2021 Award Value, payable in a lump sum no later than 60 days following the date of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)termination.
Appears in 3 contracts
Samples: Employment Agreement (Vine Energy Inc.), Employment Agreement (Vine Energy Inc.), Employment Agreement (Vine Energy Inc.)
Death or Disability. If the ExecutiveEmployee’s employment is terminated by reason of the ExecutiveEmployee’s death or Disability during Disability, the Employment Period:
Company shall pay to Employee or Employee’s legal representatives (i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date later to occur of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying or the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion effective date of the Compensation Committee) by Release, a fraction, lump sum in cash equal to the numerator sum of which is the number of days elapsed in the calendar year during which the Date of Termination occurs Employee’s Annual Base Salary through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid and any compensation previously deferred by Employee (if anytogether with any accrued interest or earnings thereon) (the “Accrued Obligations”), within 30 days after ; (ii) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination;
Termination to the extent not previously paid, which amount shall be paid at such time as the Company pays other executives of the Company annual bonuses for the prior calendar year (but in no event later than the fifteenth business day after the Company publicly announces its earnings for such calendar year in a press release); (iii) without duplication of any amount payable pursuant to clause (ii) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifteenth business day after the Company publicly announces its earnings for such calendar year in a press release); (iv) any amounts arising from Employee’s participation in, or benefits under, any Investment Plan (the “Accrued Investments”), which amounts shall be paid in accordance with the terms and conditions of such Investment Plan; and (v) All outstanding restricted stock and other equity awards granted any amounts to the Executive under which Employee or Employee’s spouse, beneficiaries or estate are entitled from Employee’s participation in, or benefits under, any of the Company’s equity incentive plans Welfare Plan (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service “Accrued Welfare Benefits”), which amounts shall be paid in accordance with the Company shall immediately become vested terms and conditions of such Welfare Plan. Except as described in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under this Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(55(a), in the event of Employee’s termination by reason of Employee’s death or (y) the Company is otherwise unable Disability, Employee and Employee’s legal representatives, as applicable, shall forfeit all rights to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)any other compensation.
Appears in 3 contracts
Samples: Employment Agreement (Odyssey Healthcare Inc), Employment Agreement (Odyssey Healthcare Inc), Employment Agreement (Odyssey Healthcare Inc)
Death or Disability. If the Executive’s employment is terminated by reason because of death or Permanent Disability, Executive, in the case of Permanent Disability, or his surviving spouse (or to his estate if Executive’s spouse does not survive him), in the case of Executive’s death, shall be entitled to: his pro rata Base Salary and pro rata Target Bonus through the date of termination for the year in which the termination occurs, plus a lump sum amount equal to the greater of: the remainder of the Base Salary that would have been earned by Executive under this Agreement between the time of his Death or Permanent Disability and the expiration of the then-current term of this Agreement, or 12 months of Base Salary plus his Target Bonus for the year of termination; and full acceleration of vesting for all stock, stock option and other equity awards. If Executive’s employment is terminated because of death or Permanent Disability, if a member of Executive’s family provides timely notice to the health plan administrator of Executive’s death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the Permanent Disability, and if Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) family members who are covered by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year health plan of the Company that ends on or before timely elect continued coverage under COBRA, the Date Company will reimburse such family members for the monthly COBRA cost of Termination shall be continued health coverage paid to by such family members under the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any health plan of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject pursuant to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code. Such reimbursements shall continue for the applicable period during which the family member is eligible for continued coverage under COBRA, but not in excess of 24 months. When COBRA coverage would otherwise end for the family member, the Company shall continue family member may elect to provide extend the Executive and COBRA continuation coverage under the Company’s health plan until the date that is 24 months from Executive’s eligible dependants with COBRA Coveragedate of termination, providedprovided that the Company’s health plan permits such extension and such extension will not cause adverse tax consequences to the Company, howeverExecutive or Executive’s family member or estate. These reimbursements will commence on the 60th day following the date of termination and will be paid on the first payroll date of each month, provided that (x) if any plan pursuant to which such benefits are provided is not, or ceases Executive’s family member demonstrates proof of payment of the applicable premium prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)applicable reimbursement payment date.
Appears in 2 contracts
Samples: Employment Agreement (Contango Oil & Gas Co), Employment Agreement (Contango Oil & Gas Co)
Death or Disability. If Executive dies or becomes Disabled, then the Company will be obligated to pay (i) the Executive’s employment then current Base Salary through the date of death or the effective date of Disability and any incentive compensation earned in previous years but not yet paid, (ii) a pro-rated amount of the Executive’s actual incentive compensation for the year, payable at such time as incentive compensation is terminated by reason otherwise payable to employees under the incentive compensation program, (iii) if Executive or Executive’s qualified beneficiary timely and properly elects continuation coverage under COBRA, the Company shall reimburse Executive or Executive’s qualified beneficiary for the COBRA premiums for the level of coverage that the Executive had elected prior to the Executive’s death or Disability during until the Employment Period:
earliest of (iA) The Accrued Obligations shall be paid to 18 months following the date of Executive’s death or Disability, (B) the date on which the Executive or the Executive’s estate or beneficiaries or qualified beneficiary becomes employed by any other employer that provides health insurance coverage, regardless of whether such coverage is comparable to the Executivecoverage provided by the Company, as applicable, within 30 days after or (C) the Date of Termination;
(ii) In addition to, date the Executive or his qualified beneficiary is no longer eligible to receive COBRA continuation coverage; and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid notwithstanding the provisions in the Incentive Plan or in any equity, phantom stock, restricted stock, restricted stock unit, or stock appreciation rights plan or award agreement to the Executive pursuant to Section 2(b)(ii) above for contrary, any fiscal year of the Company that ends equity or stock price-based awards previously granted will become fully vested and exercisable and all restrictions on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicablerestricted awards will lapse and, to the extent not previously paid (if any)permitted under the applicable plan’s governing documents, within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election beneficiary(ies)) shall have a period of one (1) year from the effective date of Disability to continue healthcare coverage under Section 4980B exercise any such options (or if shorter, the expiration date of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereofoption).
Appears in 2 contracts
Samples: Employment Agreement (Global Water Resources, Inc.), Employment Agreement (Global Water Resources, Inc.)
Death or Disability. If Executive’s employment hereunder shall terminate upon his death and may be terminated by the Company upon his Disability (as defined in Section 9(c) herein) during the Employment Term. Upon termination of Executive’s employment hereunder upon the Executive’s Disability or death, Executive or his estate (as the case may be) shall be entitled to receive Base Salary through the Date of Termination, plus a pro-rata portion of the target Bonus, based on the number of whole or partial months from the beginning of the bonus period to the Date of Termination. Such pro-rata Bonus shall be payable in a lump sum (less applicable withholdings) when such awards are generally distributed to current employees for the current fiscal year, but no later than March 15 of the year following the year in which the Bonus was earned. In addition, if Executive’s employment is terminated by reason as a result of a Disability, Executive shall be entitled to be reimbursed for the additional costs to Executive, including any additional tax costs associated with such reimbursements, of continuing health, medical and dental benefits under COBRA at a level equivalent (e.g., family coverage versus employee only) to those benefits in which he participated prior to the Termination Date for a period of twenty nine (29) months from the Termination Date (“COBRA Benefit Continuation Period”) or, if COBRA is not available or is not adequate, the actual costs associated with any other coverage that may be necessary to obtain such equivalent coverage; provided that such costs are consistent with the costs generally available on a competitive basis for such coverage. Following the end of the Executive’s death 29-month COBRA Benefit Continuation Period, and continuing until Executive reaches the age of 65 or Disability during is no longer subject to a Disability, whichever date is earlier, Executive shall also be entitled to be reimbursed for the Employment Period:
(iadditional actual costs, including any additional tax costs associated with such reimbursements, of obtaining such equivalent health, medical and dental insurance coverage through an insurance policy or policies he purchases on his own; provided that such costs are consistent with the costs generally available on a competitive basis for such coverage. Executive shall bear full responsibility for applying for COBRA coverage and for obtaining coverage under any other insurance policy subject to reimbursement under this Section 8(b), and nothing herein shall constitute a guarantee of COBRA continuation coverage or benefits or a guarantee of eligibility for health or dental insurance coverage. Reimbursements under this Section 8(b) The Accrued Obligations shall be paid to made on a monthly basis but no later than the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% last day of the Executive’s annual Base Salary, as in effect on calendar year following the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date expenses were incurred. Under no circumstances will Executive be entitled to a cash payment in lieu of Termination occurs, determined by multiplying reimbursements for the Executive’s Target Annual Bonus under the applicable Company bonus program (actual costs of premiums for health or such higher dental coverage hereunder. The amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the expenses eligible for reimbursement during any calendar year during which shall not be affected by the Date amount of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above expenses eligible for reimbursement in any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)calendar year.
Appears in 2 contracts
Samples: Employment Agreement (R H Donnelley Corp), Employment Agreement (R H Donnelley Corp)
Death or Disability. If Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 9(a), “disability” shall mean (i) the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of the Executive’s death or Disability during disability, the Employment Period:
Company shall pay the following to the Executive or his legally appointed representative: (i) The Accrued Obligations shall any accrued but unpaid Base Salary for services rendered through the date of termination, (ii) accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any earned but unpaid bonuses and Fees, (iv) compensation for any accrued but unused paid to time off; (v) a lump sum payment of $100,000 as long as the Company has at least $1 million in cash following the payment paid in cash via electronic funds transfer or wire into either the Executive’s estate bank account or beneficiaries or to the Executivedesignated, as applicable, within 30 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% surviving relative of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, Executive within 30 10 business days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program death or disability event (or such higher amount in the sole discretion of the Compensation Committeevi) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other all equity awards previously granted to the Executive under the Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed representative, as the case may be, shall have up to two years from the date of termination to exercise all previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 9(a) hereof shall continue to be paid or provided by the Company’s equity incentive plans (or awards substituted therefor covering , as the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Terminationcase may be, for one year, subject to the Executive’s valid election terms of any applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to continue healthcare coverage under which the Executive was entitled pursuant to Section 4980B 9(a) hereof are subject to 409A of the Code, the Company Executive shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior not be entitled to the expiration benefits that are subject to Section 409A of the period of continuation coverage Code subsequent to be, exempt from the application of Section 409A “applicable 2½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(a)(51.409A-1(b)(4)(i)(A), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).
Appears in 2 contracts
Samples: Employment Agreement (White River Energy Corp.), Employment Agreement (White River Energy Corp.)
Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability during the Employment Period:
(i) The Executive or his estate (as applicable) shall be paid the aggregate amount of:
(A) the Accrued Obligations Obligations, which shall be paid to Executive or his estate (as applicable) within ten (10) days following the Date of Termination, plus
(B) (I) three (3), multiplied by (II) the sum of (x) the Base Salary in effect on the Date of Termination plus (y) the average Annual Bonus received by the Executive for the three (3) complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Date of Termination (provided that for purposes of calculating the amount pursuant to this clause (y), (1) to the extent the Executive received no Annual Bonus in a year due to a failure to meet the applicable performance objectives, such year will still be taken into account (using zero (0) as the applicable bonus) in determining the amount pursuant to this clause (y), and (2) to the extent the Executive was not employed for an entire fiscal year, the Annual Bonus received by the Executive for such fiscal year shall be annualized for purposes of the calculation, which amount shall be paid to the Executive’s Executive or his estate or beneficiaries or to the Executive, (as applicable), subject to applicable withholding, within 30 thirty (30) days after following the Date of Termination;
(ii) In addition toFor the period beginning on the Date of Termination and ending on the date which is twelve (12) full months following the Date of Termination (or, and irrespective ofif earlier, the amount earned during date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage or the date on which the applicable calendar yearcontinuation period under COBRA expires), 100% the Company shall pay for and provide Executive (if applicable) and his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s annual Base Salarytermination with healthcare benefits which are substantially the same as the benefits provided to currently active employees, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA (provided that Executive or his dependents shall be solely responsible for all matters relating to such continuation of coverage pursuant to COBRA, including, without limitation, election of such coverage and timely payment of premiums). If any of the Company’s health benefits are self-funded as in effect on of the Date of Termination, instead of providing continued health insurance coverage as set forth above, the Company shall be paid instead pay to the ExecutiveExecutive or his estate (as applicable) an amount equal to twelve (12) multiplied by the monthly premium the Executive or his dependents would be required to pay for continuation coverage pursuant to COBRA for the Executive (if applicable) and his eligible dependents who were covered under the Company’s estate or beneficiaries or health plans as of the Date of Termination (calculated by reference to the Executive, premium as applicable, within 30 days after of the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in ), which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s Executive or his estate or beneficiaries or to the Executive, (as applicable) in a lump sum, subject to applicable withholding, within 30 thirty (30) days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company ; and
(iii) The Other Benefits shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid or provided to the Executive in substantially equal monthly installments over the continuation coverage period or his estate (or the remaining portion thereof)as applicable) on a timely basis.
Appears in 2 contracts
Samples: Employment Agreement (Excel Trust, Inc.), Employment Agreement (Excel Trust, Inc.)
Death or Disability. If the (a) The Company may terminate Executive’s employment is terminated by reason of the Executive’s hereunder due to death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or beneficiaries or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the Executive, as applicable, within 30 days after the Date date of Termination;
termination; (ii) In addition tothe actual Annual Bonus, and irrespective ofif any, the amount earned during the applicable calendar year, 100% that Executive would have received in respect of the fiscal year of the Company in which Executive’s annual Base Salary, as in effect on the Date termination of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination employment occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) prorated by a fraction, the numerator of which is the number of days elapsed in such fiscal year prior to the calendar year during which the Date date of Termination occurs through the Date of Termination termination and the denominator of which is 365365 days, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year; (iii) any previously vested Equity Awards and benefits, such as retirement benefits, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”); (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to the Executive or Executive’s estate personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or beneficiaries or to the Executive’s beneficiaries, as applicable, within 30 days after in accordance with the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year terms of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of applicable benefit plan. At the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and expense, Executive and/or Executive’s continued employment or service with the Company dependents shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable be entitled to continue to cover participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve months from the date of such termination. Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy and/or Executive’s dependents shall thereafter be paid entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the Executive death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in substantially equal monthly installments over the continuation coverage period (or definition of Accrued Employment Entitlements) shall be governed by the remaining portion thereof)terms of such plans.
Appears in 2 contracts
Samples: Employment Agreement (Cinemark Holdings, Inc.), Employment Agreement (Cinemark Holdings, Inc.)
Death or Disability. If the Executive’s employment is terminated by reason Executive should become physically or mentally disabled and unable to perform duties hereunder for a continuous period in excess of ninety (90) days (in the reasonable opinion of the Board of Directors of the Company), which event shall result in the termination of the Executive’s 's employment with the Company, or if the Executive should die while an employee of the Company, the Company shall, as of the date of death or Disability during disability, continue to pay the Employment Period:
(i) The Accrued Obligations Executive's then current base salary for thirty- six months beginning with the month immediately following the date of the Executive's death or disability. Such amount shall be paid to the Executive’s estate or beneficiaries or payable at intervals not less frequently than monthly. The foregoing payments shall be made to the Executive, as applicable, within 30 days after or in the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% event of the Executive’s annual Base Salary's death, to such beneficiary as the Executive may designate in effect on the Date of Termination, shall be paid writing to the Executive’s estate Company for that purpose, or beneficiaries or if the Executive has not so designated, then to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion personal representative of the Annual Bonus estate of the Executive. In the event of the disability of the Executive during the Term and prior to earning at least 30 years of credited service for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any purposes of the Company’s equity incentive plans 's Supplemental Executive Retirement Plan (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code"SERP"), the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which make such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid additional payments to the Executive in substantially as may be necessary to ensure that at the earliest payment date under the SERP, the Executive will receive a benefit based upon the lesser of (i) the Executive's actual credited service under the SERP plus five additional years of credited service; or (ii) 30 years of credited service under the SERP. In the event of the death of the Executive while an employee of the Company and prior to earning at least 30 years of credited service for the purposes of the SERP, his surviving spouse, if any, will receive a surviving spouse benefit based upon credited service equal monthly installments over to the continuation coverage period lesser of Subsections 6(a)(i) or (ii) above. Nothing herein shall be deemed to reduce the actual credited service of the Executive or modify the calculation of the Executive's SERP benefit or the remaining portion thereof)calculation of the surviving spouse's benefit under the SERP if the Executive has earned 30 or more years of service for the purposes of the SERP at the time of his disability or death. In addition, this Subsection (a) is not to be deemed a limitation of the Executive's benefits under any death or disability plan currently in effect.
Appears in 2 contracts
Samples: Employment Agreement (WMX Technologies Inc), Employment Agreement (WMX Technologies Inc)
Death or Disability. If If, during the Employment Period the Executive’s employment is terminated by reason shall terminate on account of the Executive’s death or Disability during the Employment PeriodCompany shall pay to the Executive or his estate:
(i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to Annual Base Salary through the Executive, as applicable, Date of Termination within 30 days after the Date of Termination;Termination and, at the time it would otherwise be due to be paid, any Annual Bonus for any fiscal year of the Company that has ended prior to the year in which such termination occurs (“Prior Year’s Bonus”) to the extent not theretofore paid; and
(ii) In addition to, and irrespective of, an amount equal to the amount earned during product of (x) the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be Annual Bonus that would have been paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus Executive for the partial such fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program and (or such higher amount in the sole discretion of the Compensation Committeey) by a fraction, the numerator of which is the number of days elapsed in the calendar fiscal year during in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, to the extent not theretofore paid (such amount, the “Accrued Bonus”), at such time as the Annual Bonus would have been paid in the ordinary course;
(iii) to the extent not theretofore paid or provided, the Company shall be paid timely pay or provide to the Executive or his estate or beneficiaries (A) a cash lump sum amount equal to the product of (x) the Executive’s estate Annual Base Salary and (y) a fraction, the numerator of which is the number of Executive’s accrued but unused vacation days and the denominator of which is 365 (the “Accrued Vacation Amount”) and (B) any other amounts (including any unreimbursed business expenses) or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus benefits required to be paid to or provided or which the Executive pursuant is eligible to Section 2(b)(ii) above for receive under any fiscal year plan, program, policy or practice or contract or agreement of the Company that ends on or before and its affiliated companies through the Date of Termination (the Accrued Vacation Amount and such other amounts and benefits shall be paid hereinafter referred to as the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any“Other Benefits”), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).
Appears in 2 contracts
Samples: Employment Agreement (Argo Tech Corp), Employment Agreement (Argo Tech Corp)
Death or Disability. If Executive dies or becomes Disabled, then the Company will be obligated to pay the Executive’s employment then current Base Salary through the date of death or the effective date of Disability and any incentive compensation earned in previous years but not yet paid. If Executive dies or becomes Disabled, provided Executive complies with the release requirements of Section 7(F), the Executive (or the Executive’s beneficiary) also shall receive (i) a pro-rated amount of the Executive’s actual incentive compensation for the year, payable at such time as incentive compensation is terminated by reason otherwise payable to employees under the incentive compensation program, (ii) if Executive or Executive’s qualified beneficiary timely and properly elects continuation coverage under COBRA, the Company shall reimburse Executive or Executive’s qualified beneficiary for the COBRA premiums for the level of coverage that the Executive had elected prior to the Executive’s death or Disability during until the Employment Period:
earliest of (iA) The Accrued Obligations shall be paid to 18 months following the date of Executive’s death or Disability, (B) the date on which the Executive or the Executive’s estate or beneficiaries or qualified beneficiary becomes employed by any other employer that provides health insurance coverage, regardless of whether such coverage is comparable to the Executivecoverage provided by the Company, as applicable, within 30 days after or (C) the Date of Termination;
(ii) In addition to, date the Executive or his qualified beneficiary is no longer eligible to receive COBRA continuation coverage; and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of notwithstanding the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount provisions in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid Incentive Plan or award agreement to the Executive’s estate or beneficiaries or to the Executivecontrary, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends equity based awards previously granted will become fully vested and exercisable and all restrictions on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicablerestricted awards will lapse and, to the extent not previously paid (if any)permitted under the applicable plan’s governing documents, within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election beneficiary(ies)) shall have a period of one (1) year from the effective date of Death or Disability to continue healthcare coverage under Section 4980B exercise any options (or if shorter, the expiration date of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereofoption).
Appears in 2 contracts
Samples: Employment Agreement (Global Water Resources, Inc.), Employment Agreement (Global Water Resources, Inc.)
Death or Disability. If Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of the Executive’s death or Disability during disability, the Employment Period:
Company shall pay the following to the Executive or his legally appointed representative: (i) The Accrued Obligations shall any accrued but unpaid Base Salary for services rendered through the date of termination, (ii) accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any earned but unpaid bonuses and commissions, (iv) compensation for any accrued but unused paid to time off; (v) a lump sum payment of $100,000 as long as the Company has at least $1 million in cash following the payment paid in cash via electronic funds transfer or wire into either the Executive’s estate bank account or beneficiaries or to the Executivedesignated, as applicable, within 30 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% surviving relative of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, Executive within 30 10 business days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program death or disability event (or such higher amount in the sole discretion of the Compensation Committeevi) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other all equity awards previously granted to the Executive under the Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed representative, as the case may be, shall have up to two years from the date of termination to exercise all previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company’s equity incentive plans (or awards substituted therefor covering , as the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Terminationcase may be, for one year, subject to the Executive’s valid election terms of any applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to continue healthcare coverage under which the Executive was entitled pursuant to Section 4980B 5(b) hereof are subject to 409A of the Code, the Company Executive shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior not be entitled to the expiration benefits that are subject to Section 409A of the period of continuation coverage Code subsequent to be, exempt from the application of Section 409A “applicable 2½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(a)(51.409A-1(b)(4)(i)(A), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).
Appears in 2 contracts
Samples: Employment Agreement (White River Energy Corp.), Employment Agreement (White River Energy Corp.)
Death or Disability. If the The Company may terminate Executive’s employment is terminated for disability in the event Executive has been unable to perform Executive’s material duties hereunder for three (3) consecutive months because of physical or mental incapacity by giving Executive notice of such termination while such continuing incapacity continues (a “Disability Termination”). Executive’s employment shall automatically terminate on Executive’s death. In the event Executive’s employment with the Company terminates during the Employment Term by reason of Executive’s death or a Disability Termination, then upon the date of such termination:
(i) Any Restricted Stock, RSUs, Options, Warrants or Shares that would have vested solely due to the passage of time during the twenty-four (24) month period beginning on the date of Executive’s death or Disability during Termination shall immediately vest; the Employment Period:
Company shall, within fourteen (14) days of the date Executive’s employment is terminated, pay and provide Executive (or in the event of Executive’s death, Executive’s estate) (A) any unpaid Base Salary through the date of termination and any accrued vacation, (B) reimbursement for any unreimbursed expenses incurred through the date of termination, and (C) all other payments, benefits or fringe benefits to which Executive may be entitled subject to and in accordance with, the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant and amounts that may become due under Sections 3 and 4 hereof (collectively, items under this clause (i) The are referred to as “Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;Benefits”); and
(ii) In addition tothe Company shall pay to Executive at the time other senior executives are paid under any cash bonus or long-term incentive plan, and irrespective of, the amount earned during the applicable calendar year, 100% but in no event later than March 15th of the Executive’s annual Base Salary, as in effect on year following the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under employment is terminated, a pro-rata bonus equal to the applicable Company bonus program amount Executive would have received if Executive’s employment had continued (or such higher amount in the sole discretion of the Compensation Committeewithout any discretionary cutback) multiplied by a fraction, fraction where the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination each respective bonus period prior to Executive’s termination and the denominator is the number of which is 365, shall be paid to days in the Executive’s estate or beneficiaries or to bonus period (the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any“Prorated Bonus”), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant at the time of death or Disability Termination, Executive is on pace to which achieve the performance milestones necessary to be eligible for such benefits are provided is notbonus. the Executive will continue to participate in the performance bonus plan, or ceases prior to in accordance with the expiration terms of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)plan until such plan has expired.
Appears in 2 contracts
Samples: Executive Employment Agreement (Atlantic International Corp.), Executive Employment Agreement (SeqLL, Inc.)
Death or Disability. If In the Executiveevent Employee’s employment is terminated terminates by reason of his death, or either party terminates Employee’s employment due to Disability pursuant to Section 4(b), the ExecutiveCompany shall pay to Employee the Accrued Payments. In addition, and contingent upon Employee (or Employee’s death estate) satisfying the Severance Conditions, the Company shall also provide the Employee (or Disability during Employee’s estate) the Employment Periodfollowing payments and other benefits:
(i) The Accrued Obligations shall be paid Payment of an amount equal to eighteen (18) months of Employee’s Base Salary as of the Executive’s estate or beneficiaries or to Termination Date, payable in a lump sum on the Executive, as applicable, within 30 days after 30th day following the Date of Termination;Termination Date; plus
(ii) In addition toPayment of an amount equal to 1.5 times the Target STI Payment, and irrespective ofcalculated based on Employee’s Base Salary in effect on the Termination Date, payable in a lump sum on the amount earned during 30th day following the Termination Date; plus
(iii) Payment of a Pro-Rata Bonus for the calendar year of termination, payable as soon as administratively feasible following preparation of the Company’s audited financial statements for the applicable calendar year, 100% but in no event later than March 31 (or earlier that January 1) of the Executivecalendar year following the calendar year to which such STI Payment relates; plus
(iv) Payment or reimbursement on a monthly basis of the premiums required to continue Employee’s annual Base Salarygroup health care coverage for a period of eighteen (18) months following Employee’s Termination Date, as in effect on under the Date applicable provisions of TerminationCOBRA, shall be paid to the Executive’s estate provided that Employee or beneficiaries or to the Executivehis dependents, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion elect to continue and remain eligible for these benefits under COBRA. If necessary to avoid inclusion in taxable income by Employee of the Annual Bonus value of in-kind benefits, such health care continuation premiums shall be provided in the form of taxable payments to Employee, which payments shall be made without regard to whether Employee elects to continue and remain eligible for such benefits under COBRA, and in which event Company shall pay to Employee, with each monthly reimbursement, an additional amount of cash equal to A/(1-R)-A, where A is the amount of the reimbursement for the partial fiscal year in which month, and R is the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion sum of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination maximum federal individual income tax rate then applicable to ordinary income and the denominator of which is 365, shall be paid maximum individual Colorado income tax rate then applicable to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)ordinary income.
Appears in 2 contracts
Samples: Employment Agreement (Resolute Energy Corp), Employment Agreement (Resolute Energy Corp)
Death or Disability. If the Executive’s employment this Agreement is terminated by reason as a result of the Executive’s death or Disability during the Employment PeriodDisability:
(ia) The Accrued Obligations Company shall be paid pay to the Executive’s estate or beneficiaries Executive (or to his estate, in the Executive, as applicable, within 30 days after event the Date of Termination;Executive is deceased) the following amounts:
(ii1) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% any unpaid portion of the Executive’s annual Base Salary, Salary (as in effect on the Date of Termination) owed as of the Date of Termination, shall be paid to any unpaid portion of the Executive’s estate or beneficiaries or Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Paid Leave as applicableof the Date of Termination, in a lump sum cash payment within 30 thirty (30) days after the Date of Termination;; and
(iii2) A pro rata portion an amount equal to two (2) times the sum of the Annual Bonus for the partial fiscal year Executive’s Base Salary (as in which effect on the Date of Termination occurs, determined by multiplying Termination) plus the Executive’s Target Annual Bonus under Incentive Compensation for the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar fiscal year during which the Date of Termination occurs through occurs. If the termination is due to death, this amount will be paid in substantially equal bi-weekly installments over a two (2) year period following the Executive’s Date of Termination. If the termination is due to Disability, this amount will be paid in substantially equal bi-weekly installments beginning as of the first payroll date immediately following the six (6) month anniversary of the Date of Termination and continuing until the denominator first payroll date immediately following the two (2) year anniversary of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination. The Company may, to the extent feasible, purchase insurance to cover all or any part of the obligation contemplated in this paragraph, and the Executive agrees to submit to a physical examination and otherwise cooperate with the Company to facilitate the procurement of such insurance.
(ivb) Any Annual Bonus required The Company shall, promptly upon submission by the Executive (or his estate) of supporting documentation, pay or reimburse to the Executive any costs and expenses (including moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive’s employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive’s spouse and dependents, at least equal to that which would have been provided to him under Section 4.7 if the Executive’s employment had not terminated, if such coverage continues to be available to the Company, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth (5th) anniversary of the Executive’s Date of Termination.
(d) Whenever compensation is payable to the Executive under this Agreement during a period in which he is partially or totally disabled, and such disability would (except for the provisions of this Agreement) entitle the Executive to disability income or salary continuation payments from the Company according to the terms of any plan or program presently maintained or hereafter established by the Company, the disability income or salary continuation paid to the Executive pursuant to any such plan or program shall be considered a portion of (and not in addition to) the payment to be made to the Executive pursuant to this Section 2(b)(ii) above 6.2. If disability income is payable directly to the Executive by an insurance company under the terms of an insurance policy paid for any fiscal year by the Company, the amounts paid to the Executive by such insurance company shall be considered a portion of the Company payment (and not in addition to the payment) to be made to the Executive pursuant to this Section 6.2.
(e) The Executive (or the Executive’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company’s stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights or interests). Notwithstanding the foregoing, with respect to any stock options that ends were both granted prior to January 1, 2004 and not vested as of December 31, 2004, the extension of the vesting and exercise periods for such options, pursuant to this paragraph, shall be limited to (i.e., shall not extend beyond) the later of (1) the fifteenth (15th) day of the third (3rd) calendar month following the date on which such options would have otherwise expired based on the terms of such options as of their original date of grant, or before (2) December 31 of the calendar year in which such options would have otherwise expired based on the terms of such options as of their original date of grant. Notwithstanding any contrary provision of the LTIP, the Executive’s Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be paid to prorated in the manner described in Section 8(a) of the LTIP.
(f) The Executive (or the Executive’s estate or beneficiaries or estate, as the case may be) shall continue to be covered under the Company’s directors’ and officers’ liability insurance, if any, and under his separate Indemnity Agreement with the Company, as if the Executive’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnity Agreement, for such longer term as applicable, to may be provided for in the extent not previously paid Indemnity Agreement).
(if any), within 30 days after g) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of those Plans and are provided is not, or ceases prior to not necessarily severed on the expiration Date of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)Termination.
Appears in 2 contracts
Samples: Executive Employment Agreement (Allied Waste Industries Inc), Executive Employment Agreement (Allied Waste Industries Inc)
Death or Disability. If the Executive’s employment is terminated by reason because of death or Permanent Disability, Executive, in the case of Permanent Disability, or his surviving spouse (or his estate if Executive’s spouse does not survive him), in the case of Executive’s death, shall be entitled to: his pro rata Base Salary and pro rata Target Bonus through the date of termination for the year in which the termination occurs, plus a lump sum amount equal to the greater of: the remainder of the Base Salary that would have been earned by Executive under this Agreement between the time of his Death or Permanent Disability and the expiration of the then-current term of this Agreement, or 12 months of Base Salary plus his Target Bonus for the year of termination; and full acceleration of vesting for all stock, stock option and other equity awards. If Executive’s employment is terminated because of death or Permanent Disability, if a member of Executive’s family provides timely notice to the health plan administrator of Executive’s death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the Permanent Disability, and if Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) family members who are covered by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year health plan of the Company that ends on or before timely elect continued coverage under COBRA, the Date Company will reimburse such family members for the monthly COBRA cost of Termination shall be continued health coverage paid to by such family members under the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any health plan of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject pursuant to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code. Such reimbursements shall continue for the applicable period during which the family member is eligible for continued coverage under COBRA, but not in excess of 36 months. When COBRA coverage would otherwise end for the family member, the Company shall continue family member may elect to provide extend the Executive and COBRA continuation coverage under the Company’s health plan until the date that is 36 months from Executive’s eligible dependants with COBRA Coveragedate of termination, providedprovided that the Company’s health plan permits such extension and such extension will not cause adverse tax consequences to the Company, howeverExecutive or Executive’s family member or estate. These reimbursements will commence on the 60th day following the date of termination and will be paid on the first payroll date of each month, provided that (x) if any plan pursuant to which such benefits are provided is not, or ceases Executive’s family member demonstrates proof of payment of the applicable premium prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)applicable reimbursement payment date.
Appears in 2 contracts
Samples: Employment Agreement (Contango Oil & Gas Co), Employment Agreement (Contango Oil & Gas Co)
Death or Disability. If the Executive’s 's employment is terminated by reason of the Executive’s death 's Death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the Executive’s 's estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Terminationin a lump-sum cash payment when due under Minnesota law;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s 's then current annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s 's estate or beneficiaries or the Executive, as applicable, in a lump-sum cash payment within twenty (20) days following the Date of Termination;
(iii) The Pro-Rated Annual Bonus shall be paid to the Executive's estate or beneficiaries or to the Executive, as applicable, within 30 days after at the Date of Termination;
(iii) A pro rata portion time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Annual Bonus for the partial fiscal year Company in which the Date of Termination occurs, determined by multiplying ;
(iv) If any of the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount 's qualified beneficiaries makes a timely election to continue to participate in the sole discretion of the Compensation Committee) by a fractionCompany's group health plans pursuant to COBRA, the numerator of Company shall pay the premium for such coverage (which is premium payment shall be taxable to Executive if the number of days elapsed in the calendar year during which the Date of Termination occurs through Company's group health plans are self-insured) starting on the Date of Termination and ending on the denominator earlier of (A) the date that is one (1) year after the Date of Termination, or (B) the date on which the Executive's qualified beneficiary no longer is 365eligible to continue to participate under COBRA. For purposes of the foregoing, the usual limitations of COBRA shall apply and the Company's payment of the COBRA premium(s) shall not extend the continuation period, which begins on the Date of Termination; and
(v) The Other Benefits shall be paid or provided to the Executive’s 's estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid on a timely basis. Notwithstanding anything to the Executive pursuant to contrary in this Section 2(b)(ii4(c), in the event the Executive's employment is terminated by reason of Disability, the amount described in Section 4(c)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to Executive no later than March 15th of the Executive’s estate or beneficiaries or to calendar year immediately following the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to calendar year in which the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which suffers such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)Disability.
Appears in 2 contracts
Samples: Employment Agreement (Clearfield, Inc.), Employment Agreement (Clearfield, Inc.)
Death or Disability. If Executive dies or becomes Disabled, then the Company will be obligated to pay (i) the Executive’s employment then current Base Salary through the date of death or the effective date of Disability and any incentive compensation earned in previous years but not yet paid, (ii) a pro-rated amount of the Executive’s actual incentive compensation for the year, payable at such time as incentive compensation is terminated by reason otherwise payable to employees under the incentive compensation program, (iii) if Executive or Executive’s qualified beneficiary timely and properly elects continuation coverage under COBRA, the Company shall reimburse Executive or Executive’s qualified beneficiary for the COBRA premiums for the level of coverage that the Executive had elected prior to the Executive’s death or Disability during until the Employment Period:
earliest of (iA) The Accrued Obligations shall be paid to 18 months following the date of Executive’s death or Disability, (B) the date on which the Executive or the Executive’s estate or beneficiaries or qualified beneficiary becomes employed by any other employer that provides health insurance coverage, regardless of whether such coverage is comparable to the Executivecoverage provided by the Company, as applicable, within 30 days after or (C) the Date of Termination;
(ii) In addition to, date the Executive or his qualified beneficiary is no longer eligible to receive COBRA continuation coverage; and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid notwithstanding the provisions in the Incentive Plan or in any equity, phantom stock, restricted stock, restricted stock unit, or stock appreciation rights plan or award agreement to the Executive pursuant to Section 2(b)(ii) above for contrary, any fiscal year of the Company that ends equity or stock price-based awards previously granted will become fully vested and exercisable and all restrictions on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicablerestricted awards will lapse and, to the extent not previously paid (if any)permitted under the applicable plan’s governing documents, within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election beneficiary(ies)) shall have a period of one (1) year from the effective date of Death or Disability to continue healthcare coverage under Section 4980B exercise any such options (or if shorter, the expiration date of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereofoption).
Appears in 2 contracts
Samples: Employment Agreement (Global Water Resources, Inc.), Employment Agreement (Global Water Resources, Inc.)
Death or Disability. If Subject to Section 4(d) below, if, during the Executive’s employment is terminated Employment Period, the Executive incurs a Separation from Service by reason of the Executive’s death or Disability during the Employment Periodprior to March 31, 2012:
(i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in cash within 30 10 days after the Date of TerminationTermination (or earlier, to the extent required by applicable law);
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, The Severance Amount shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after in cash on the 60th day following the Date of Termination;
(iii) A pro rata portion of the The Pro-Rated Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days on the 60th day after the Date of Termination;
(iv) Any Annual Bonus required to be paid to outstanding Company stock options, restricted stock and restricted stock units held by the Executive pursuant to Section 2(b)(ii) above for any fiscal year as of the Company that ends on or before the Date of Termination shall vest, as of the Date of Termination, with respect to the unvested portion of the award that would have otherwise vested on or prior to March 31, 2012; any unvested stock options, restricted stock and restricted stock units held by the Executive that would not have otherwise vested on or prior to March 31, 2012 shall be paid automatically and immediately forfeited, and Executive’s rights in any such unvested awards shall lapse and expire; further, this Section 4(c)(iv) shall amend and supersede the accelerated vesting provisions and any otherwise contrary terms of any underlying award agreement with respect to any equity-based or long-term incentive awards held by the Executive, and to the extent that there is a conflict between the terms of this Section 4(c)(iv) and the terms of such underlying agreement, the terms of this Section 4(c)(iv) shall govern; and
(v) During the Continuation Period, provided that the Executive’s estate or beneficiaries or to the Executive, as applicable, properly elects to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare receive group health insurance continuation coverage under Section 4980B of the CodeCOBRA, the Company shall continue to provide the Executive and pay directly or reimburse the Executive’s eligible dependants with COBRA Coverageestate or beneficiaries or the Executive, providedas applicable, howeverfor premiums for such coverage. Notwithstanding the foregoing, that (xA) if any plan pursuant to which the Company is providing such benefits are provided coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (yB) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act)plans, then, in either case, an amount equal to 150% of each remaining Company subsidy the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the continuation coverage period Continuation Period (or the remaining portion thereof). In addition, the Executive shall not be eligible for Exec-U-Care following the Date of Termination.
Appears in 1 contract
Death or Disability. If the ExecutiveEmployee’s employment is terminated by reason of the ExecutiveEmployee’s death or Disability during Disability, the Employment Period:
Company shall pay to Employee or Employee’s legal representatives (i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 60 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the ExecutiveEmployee’s annual Base Salary, as in effect on the Date of Termination, shall be paid a lump sum in cash equal to the Executivesum of Employee’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs Base Salary through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid and any compensation previously deferred by Employee (if anytogether with any accrued interest or earnings thereon) (the “Accrued Obligations”), within 30 days after ; (ii) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination;
Termination to the extent not previously paid, which amount shall be paid at such time as the Company pays other executives of the Company annual bonuses for the prior calendar year (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year in a press release); (iii) without duplication of any amount payable pursuant to clause (ii) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year in a press release); (iv) any amounts arising from Employee’s participation in, or benefits under, any Investment Plan (the “Accrued Investments”), which amounts shall be paid in accordance with the terms and conditions of such Investment Plan; and (v) All outstanding restricted stock and other equity awards granted any amounts to the Executive under which Employee or Employee’s spouse, beneficiaries or estate are entitled from Employee’s participation in, or benefits under, any of the Company’s equity incentive plans Welfare Plan (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service “Accrued Welfare Benefits”), which amounts shall be paid in accordance with the Company shall immediately become vested terms and conditions of such Welfare Plan. Except as described in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under this Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(55(a), in the event of Employee’s termination by reason of Employee’s death or (y) the Company is otherwise unable Disability, Employee and Employee’s legal representatives, as applicable, shall forfeit all rights to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)any other compensation.
Appears in 1 contract
Death or Disability. If the at any time Executive’s employment is hereunder shall be terminated by reason as a result of the Executive’s death or Disability during the Employment PeriodDisability, then:
10.1.1. Employer shall pay Executive (or, if applicable, Executive’s estate) (i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to Base Compensation through the Executive, as applicable, within 30 days after the Date date of Termination;
termination; (ii) In addition toany Annual Bonus earned, and irrespective ofbut unpaid, as of the amount earned during date of termination for the applicable calendar immediately preceding fiscal year, 100% of the Executive’s annual Base Salary, as paid in effect on the Date of Termination, shall be paid accordance with Section 4.2 (except to the Executive’s estate or beneficiaries or extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement with the Executive, as applicable, within 30 days after the Date of Termination;
Company); (iii) A pro rata portion of the Annual Bonus an amount for the partial fiscal year in which the Date of Termination occursreimbursement, determined within 60 days following submission by multiplying the Executive (or, if applicable, Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committeeestate) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or Company of appropriate supporting documentation) for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the Executive, as applicable, within 30 days after the Date of Termination;
termination date; and (iv) Any Annual Bonus required such employee benefits, if any, as to which Executive (or, if applicable, Executive’s estate) or his dependents may be paid to entitled under the Executive pursuant to Section 2(b)(ii) above for any fiscal year employee benefit plans of the Company that ends on or before (the Date amounts described in clauses (i) through (iv) hereof being referred to as the “Accrued Rights”);
10.1.2. Employer shall pay Executive (or, if applicable, Executive’s estate) in a single lump sum the sum of Termination shall be two (2) years’ Base Compensation and two (2) times the highest Annual Bonus paid to Executive during the preceding three (3) year period; and
10.1.3. If Executive or Executive’s estate or beneficiaries or dependents elect to continue applicable health insurance coverage under COBRA following such termination, then the Company shall pay Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the ’s monthly COBRA premium for continued health insurance coverage for Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with eligible dependents until the Company shall immediately become vested in full; and
earlier of (vii) During the 18 month period eighteen (18) months following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5)termination date, or (yii) the Company is otherwise unable to continue to cover the date upon which Executive and his eligible dependents become eligible for comparable coverage under its a group health plans without incurring penalties insurance plan maintained by subsequent employer.
10.1.4. All of Executive’s then-outstanding stock based rights which are subject to vesting on the basis of Company performance (including without limitationTotal Shareholder Return) shall become vested, pursuant exercisable and payable with respect to Section 2716 all of the Public Health Service Act or equity subject thereto (and all options and similar rights shall remain exercisable with respect to such equity for up to an additional two (2) years from the Patient Protection and Affordable Care Act)termination date, then, but in either case, an amount equal to 150% no event longer than for the original term of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereofoptions).
Appears in 1 contract
Samples: Employment Agreement (Entercom Communications Corp)
Death or Disability. If the Executive’s employment Employment Period is terminated by reason of pursuant to Section 3(a) above due to the Executive’s death or Total Disability during the Employment Periodof Employee, this Agreement shall terminate, and no further compensation shall be payable to Employee’s estate, heirs or beneficiaries, as applicable, except that Employee or Employee’s estate, heirs or beneficiaries, as applicable, shall be entitled to receive:
(i) The Accrued Obligations shall be paid to Employee’s then current Basic Compensation through the Executiveend of the pay period in which Employee’s estate death or beneficiaries or to the Executive, as applicable, within 30 days after the Date of TerminationTotal Disability occurred;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A a pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by based on a fraction, fraction the numerator of which is the number of days elapsed Employee was employed in the calendar year during which the Date of Termination occurs through the Date of Termination Employee’s death or Total Disability and the denominator of which is 365) of the full bonus that Employee would have been entitled to receive under Employer’s Annual Incentive Plan in accordance with Section 2(b) for the year in which death or Total Disability occurred had Employee been employed by the Employer through the date on which such bonus is paid in accordance with such Plan and based on the Employer’s and Employee’s actual results and performance objectives 6/21/2012 4 established under such Plan, which pro rata bonus shall be paid to during the Executive’s estate calendar year following the calendar year during which death or beneficiaries or to the ExecutiveTotal Disability, as applicablethe case may be, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in fulloccurred; and
(viiii) During in the 18 month event of termination due to Total Disability, during the two (2) year period following such date of termination, medical and dental insurance coverage and benefits to which Employee would otherwise be entitled during the Date of Termination, subject Employment Period pursuant to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company 2(d) above; provided that Employee shall continue to provide make the Executive and same contributions toward such coverage as Employee was making on the Executivedate of termination, with such adjustments to such contributions as are made generally for all Employer’s eligible dependants with COBRA Coveragefull-time executive employees. Thereafter Employer shall have no further obligations or liabilities hereunder to Employee or Employee’s estate or legal representative or otherwise, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to as the expiration of the period of continuation coverage to case may be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).
Appears in 1 contract
Samples: Executive Employment Agreement (Victor Technologies Group, Inc.)
Death or Disability. If In the Executive’s event the Employee's employment with the Company is terminated by reason on account of the Executive’s death or Disability during the Employment Period, the Company shall provide the Employee (or his estate or legal representative, as the case may be) with such death or disability benefits as are provided under the death and disability plans that are available to employees of the Company generally on the date of termination. In addition, the Employee (or his estate or legal representative, as the case may be) shall be entitled to:
(i) The Accrued Obligations shall be paid to in the Executive’s estate case of Disability, payment of 60% of Base Salary per year until the Employee reaches age 65 (with such payment obligation offset by any amounts the Employee receives from any insurance plan or beneficiaries or to policy of the Executive, as applicable, within 30 days after the Date of TerminationCompany);
(ii) In addition tothe Pro-Rata Target Bonus, and irrespective ofpayable as soon as practicable following the date of termination and, if applicable, the amount earned during the applicable calendar year, 100% expiration of the Executive’s annual Base Salary, as revocation period in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of TerminationEmployee Release;
(iii) A pro rata portion granting of the Annual Bonus for Pro-Rata Equity Award as soon as practicable following the partial fiscal year in which date of termination and, if applicable, the Date expiration of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount revocation period in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of TerminationEmployee Release;
(iv) Any Annual Bonus required to be paid to immediate vesting and exercisability of all outstanding equity awards, including any Equity Awards and the Executive pursuant to Section 2(b)(ii) above Pro-Rata Equity Award, upon such termination of employment, with any equity awards that are stock options remaining exercisable for any fiscal year 24 months following the date of termination (or until the expiration of the Company that ends on or before term of the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executiveoption, as applicable, to the extent not previously paid (if anyearlier), within 30 days after the Date of Termination;
(v) All outstanding restricted stock continued coverage for the Employee (in the case of Disability) and other equity awards granted the Employee's eligible dependents under all group medical, dental and life insurance coverages that are provided to the Executive under any employees of the Company generally for a period of 12 months following such termination, with such coverage to be at the Company’s equity incentive plans 's cost (or awards substituted therefor covering subject to standard employee contribution requirements). Any such coverage shall be discontinued in the securities of a successor company) event that vest based solely on the passage of time and Executive’s continued Employee obtains substitute coverage from subsequent employment or service with the Company shall immediately become vested in fullduring such 12-month period; and
(vi) During the 18 month period payment of Accrued Obligations as soon as practicable following the Date termination of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)employment.
Appears in 1 contract
Death or Disability. If the Executive’s employment this Agreement is terminated by reason as a result of the Executive’s death or Disability during and the Employment PeriodExecutive has a Termination of Employment:
(ia) The Accrued Obligations Company shall be paid pay to the Executive’s estate or beneficiaries Executive (or to his estate, in the Executive, as applicable, within 30 days after event the Date of Termination;Executive is deceased) the following amounts:
(ii1) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% any unpaid portion of the Executive’s annual Base Salary, Salary (as in effect on the Date of Termination) owed as of the Date of Termination, shall be paid to any unpaid portion of the Executive’s estate or beneficiaries or Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Paid Leave as applicableof the Date of Termination, in a lump sum cash payment within 30 thirty (30) days after the Date of Termination;; and
(iii2) A pro rata portion an amount equal to two (2) times the sum of the Annual Bonus for the partial fiscal year Executive’s Base Salary (as in which effect on the Date of Termination occurs, determined by multiplying Termination) plus the Executive’s Target Annual Bonus under Incentive Compensation for the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar fiscal year during which the Date of Termination occurs through occurs. If the termination is due to death, this amount will be paid in substantially equal bi-weekly installments over a two (2) year period following the Executive’s Date of Termination. If the termination is due to Disability, this amount will be paid in substantially equal bi-weekly installments beginning as of the first payroll date immediately following the six (6) month anniversary of the Date of Termination and continuing until the denominator first payroll date immediately following the two (2) year anniversary of the Date of Termination; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination. The Company may, to the extent feasible, purchase insurance to cover all or any part of the obligation contemplated in this paragraph, and the Executive agrees to submit to a physical examination and otherwise cooperate with the Company to facilitate the procurement of such insurance.
(b) The Company shall pay or reimburse to the Executive in a lump sum cash payment within ninety (90) days after the Date of Termination any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which is 365, shall be paid to would have been payable under Section 4.8 of this Agreement if the Executive’s estate employment had not terminated, provided that the Executive (or beneficiaries or to the Executive, as applicable, his estate) provides proper documentation of such costs and expenses within 30 thirty (30) days after the Date of Termination;.
(ivc) Any Annual Bonus required The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive’s spouse and dependents, equal to that which would have been provided to him under Section 4.7 if the Executive’s employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive’s Date of Termination; provided that (i) the benefits provided during the Executive’s taxable year may not affect the benefits provided to the Executive in any other taxable year (except as permitted under Section 409A), (ii) reimbursement of any eligible expenses must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and (iii) the right to such continued coverage is not subject to liquidation or exchange for another benefit.
(d) Whenever compensation is payable to the Executive under this Agreement during a period in which he is partially or totally disabled, and such disability would (except for the provisions of this Agreement) entitle the Executive to disability income or salary continuation payments from the Company according to the terms of any plan or program presently maintained or hereafter established by the Company, the disability income or salary continuation paid to the Executive pursuant to any such plan or program shall be considered a portion of (and not in addition to) the payment to be made to the Executive pursuant to this Section 2(b)(ii) above 6.2. If disability income is payable directly to the Executive by an insurance company under the terms of an insurance policy paid for any fiscal year by the Company, the amounts paid to the Executive by such insurance company shall be considered a portion of the Company that ends on payment (and not in addition to the payment) to be made to the Executive pursuant to this Section 6.2.
(e) The Executive (or before the Executive’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company’s stock plans, as if the Executive were still employed by the Company, for a period of two (2) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights or interests). Notwithstanding any contrary provision of the LTIP, the Executive’s Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be paid to prorated in the manner described in Section 8(a) of the LTIP.
(f) The Executive (or the Executive’s estate or beneficiaries or estate, as the case may be) shall continue to be covered under the Company’s directors’ and officers’ liability insurance, if any, and under his separate Indemnity Agreement with the Company, as if the Executive’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnity Agreement, for such longer term as applicable, to may be provided for in the extent not previously paid Indemnity Agreement).
(if any), within 30 days after g) All other obligations of the Company and rights of the Executive hereunder (except those described in Section 6.8 of this Agreement) shall terminate effective as of the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of those Plans and are provided is not, or ceases prior to not necessarily severed on the expiration Date of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)Termination.
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Death or Disability. If the (a) The Company may terminate Executive’s employment is terminated by reason of the Executive’s hereunder due to death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or beneficiaries or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the Executive, as applicable, within 30 days after the Date date of Termination;
termination; (ii) In addition tothe actual bonus, and irrespective ofif any, the amount earned during the applicable calendar year, 100% he would have received in respect of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination his termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) prorated by a fraction, the numerator of which is the number of days elapsed in such fiscal year prior to the calendar year during which the Date date of Termination occurs through the Date of Termination Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year; (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements “); (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to the Executive or Executive’s estate personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination; and (v) any benefits payable to Executive or beneficiaries or to the Executive’s beneficiaries, as applicable, within 30 days after in accordance with the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year terms of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of applicable benefit plan. At the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and expense, Executive and/or Executive’s continued employment or service with the Company dependents shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable be entitled to continue to cover participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy and/or Executive’s dependents shall thereafter be paid entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the Executive death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in substantially equal monthly installments over the continuation coverage period (or definition of Accrued Employment Entitlements) shall be governed by the remaining portion thereof)terms of such plans.
Appears in 1 contract
Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability.
(b) If the Executive’s employment is terminated by reason during the Employment Term on account of the Executive’s death or Disability during Disability, the Employment PeriodExecutive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) The the Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of TerminationAmounts;
(ii) In addition toa lump sum payment, and irrespective ofwhich shall be paid within 30 days following the Termination Date, equal to the amount earned during the applicable calendar year, 100% sum of the Executive’s annual Base Salary, as Salary and Target Bonus for the year in effect on which the Termination Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Terminationoccurs;
(iii) A pro rata portion of with respect to the Annual Bonus for the partial fiscal year in which the Termination Date of Termination occurs, determined by multiplying an amount equal to (X) the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount paid to Executive in the sole discretion respect of the Compensation Committeelast calendar year for which Executive received a bonus prior to the Termination Date, multiplied by (Y) by a fraction, the numerator of which is the number of days elapsed in between first day of the calendar year during in which the Termination Date of occurs and the Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to payable in a single payment concurrent with the Executive’s estate or beneficiaries or to payment of the Executive, as applicable, within 30 days after the Date of Termination;amounts due under Section 5.3(b)(ii) hereof; and
(iv) Any Annual Bonus required to the treatment of any outstanding equity awards shall be paid to determined in accordance with the Executive pursuant to Section 2(b)(ii) above for any fiscal year terms of the Company Equity Plan and the applicable award agreements; provided that ends on notwithstanding the terms of the Equity Plan or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;any applicable award agreements:
(vA) All all outstanding restricted unvested stock or equity unit options, appreciation units and other equity awards stock appreciation rights, granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term;
(B) all outstanding equity-based compensation awards other than stock options, appreciation units and stock appreciation rights that are not intended to qualify as performance-based compensation under Section 162(m)(4)(C) shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A of the Company’s equity incentive plans Code (or awards substituted therefor covering the securities of a successor company“Section 409A”) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested remain in fulleffect; and
(viC) During all outstanding equity-based compensation awards other than stock or equity unit options, appreciation units and stock appreciation rights that are intended to constitute performance-based compensation under Section 162(m)(4)(C) shall remain outstanding and shall vest or be forfeited in accordance with the 18 month period following terms of the Date of Terminationapplicable award agreements, subject to if the applicable performance goals are satisfied. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s valid election Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, “Disability” shall mean the Executive is entitled to continue healthcare coverage receive long-term disability benefits under Section 4980B the Company’s long-term disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days; provided however, in the event the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the CodeExecutive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company and the Executive shall continue not be able to provide resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, cannot agree shall be determined in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in substantially equal monthly installments over writing. The determination of Disability made in writing to the continuation coverage period (or Company and the remaining portion thereof)Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Workiva Inc)
Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability during due to Executive’s Disability, then:
(a) Executive (or Executive’s beneficiary or estate) is entitled to receive or otherwise to be provided, and the Employment Period:Company shall pay or provide to Executive (or to Executive’s beneficiary or estate):
(i) The Accrued Obligations shall be paid to aggregate of the Executive’s estate following, in a single lump sum, on or beneficiaries or to before the Executive, as applicable, within 30 date thirty (30) days after the Date of Termination;Termination Date: (A) the Accrued Obligations, (B) the Prior Year Bonus, and (C) the Pro Rata Bonus; and
(ii) In addition to, The timely payment or timely provision of the Other Benefits in accordance with the terms and irrespective of, the amount earned during conditions of the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of TerminationBenefit Plan;
(iiib) A pro rata If such termination occurs after the first three (3) months from the Effective Date, subject to timely execution of a Release pursuant to Section 8.6 and compliance with Exhibit “A”, with regard to: (i) the Initial Equity Grant, such unvested portion of the Annual Bonus for Initial Equity Grant shall automatically and immediately vest as is equal to the partial fiscal year in which product of (x) the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion Applicable Amount of the Compensation CommitteeRSUs subject to the Initial Equity Grant, and (y) by a fraction, the numerator of which is the number of days months elapsed during the Employment Period from the Effective Date through and including the Termination Date in the calendar fiscal year during in which the Date of Termination occurs through the Date of Termination Executive’s employment is terminated, and the denominator of which is 36536; (ii) any Equity Compensation (other than the Initial Equity Grant), such unvested portion of such Equity Compensation shall be paid automatically and immediately vest (and, if applicable, become exercisable) as is equal to the product of (x) the Applicable Amount of the number of shares of Common Stock or other equity awards subject to such Equity Compensation (calculated individually on an award by award basis) and (y) a fraction, the numerator of which is the number of months elapsed during the Employment Period from the Effective Date through and including the Termination Date in the fiscal year in which Executive’s estate employment is terminated, and the denominator of which is 36; and (iii) all vested Equity Compensation in the case of RSUs shall remain outstanding and exercisable at all times thereafter, and in the case of options or beneficiaries or to the Executive, as applicable, within 30 days after the Date forms of Termination;
(iv) Any Annual Bonus required to Equity Compensation other than RSUs shall remain and be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicableexercisable, to the extent not previously paid applicable, for a period of twelve (12) months from the later of the Termination Date or the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award; and (iv) all restrictions on Equity Compensation that is (or becomes) vested as of the Termination Date (or during the twelve (12) month period following the Termination Date, if anyapplicable) shall automatically and immediately lapse. Notwithstanding the foregoing, any Equity Compensation (and the shares of Common Stock underlying such Equity Compensation) shall be subject to a lock-up of twelve (12) months from the vesting date as provided by this Section (the “Lock-Up Period”), within 30 days after provided, that the Date Lock-Up Period shall terminate upon a Change of Termination;
(v) All outstanding restricted stock and other equity awards granted Control. During the Lock-Up Period, Executive agrees to the agreements and restrictions set forth in Exhibit D attached hereto. Subsequent to the expiration of the Lock-Up Period, for a period of one year, Executive under shall not be permitted or have the right to sell on each trading day more than 10,000 shares, as adjusted for any stock dividend, stock split, combination of shares, reverse stock split, reorganization, recapitalization, or other reclassification affecting the Company’s equity incentive plans securities occurring after the Effective Date (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full“Daily Trading Limit”); and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior the Daily Trading Limit shall not apply to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or Company’s equity securities obtained in open market transactions and (y) the obligations of Executive with regard to the Daily Trading Limit shall terminate upon a Change of Control. Notwithstanding the foregoing, the Company is otherwise unable agrees to continue discuss in good faith with Executive (and to cover cause the Executive under its group health plans without incurring penalties Compensation Committee and the CEO to participate in such discussions), and to make reasonable efforts, to reduce the Lock-Up Period to a shorter period (including without limitationand to expand the Daily Trading Limit) in order to accommodate Executive’s (and/or his estate’s) tax obligations incurred in connection with any Equity Compensation; provided, pursuant that due consideration shall be given to any financing or strategic transaction that the Company believes in good faith will close within the 90-day period following the Termination Date.
(c) All Unvested Equity (after giving effect to Section 2716 8.2(b)) shall be forfeited as of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)Termination Date.
Appears in 1 contract
Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability.
(b) If the Executive’s employment is terminated by reason during the Employment Term on account of the Executive’s death or Disability during Disability, the Employment PeriodExecutive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the Accrued Amounts and the following:
(i) The Accrued Obligations if before the Revenue Trigger, a lump sum payment equal to two and one-half (2 ½) times the sum of the Executive’s Base Salary and Target Bonus for the year in which the Termination Date occurs, and if after the Revenue Trigger, two times the sum of the Executive’s Base Salary and Target Bonus for the year in which the Termination Date occurs, which in either case shall be paid to within seven (7) days following the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of TerminationTermination Date;
(ii) In addition to, If the Executive’s family timely and irrespective ofproperly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the amount earned during Company shall pay the applicable calendar yearfull premium to insure his spouse and dependents until the eighteen-month anniversary of the Termination Date.
(iii) To the extent any equity granted to Executive that is subject to time vesting is not already vested as of the Termination Date, 100% all unvested equity shall immediately vest and all restrictions on the transferability, subject to SEC Rule 144, of such equity shall be lifted on the Termination Date.
(c) For purposes of this Agreement, Disability shall mean the Executive’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period. Any question as to the existence of the Executive’s annual Base Salary, Disability as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, cannot agree shall be determined in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in substantially equal monthly installments over writing. The determination of Disability made in writing to the continuation coverage period (or Company and the remaining portion thereof)Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 1 contract
Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 18-month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).
Appears in 1 contract
Samples: Employment Agreement (Sunstone Hotel Investors, Inc.)
Death or Disability. If Subject to Section 4(d) below, if the Executive’s employment is terminated Executive incurs a Separation from Service by reason of the Executive’s death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in cash on the date of the Executive’s termination;
(ii) Any Unpaid Bonus shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in a single lump sum payment within 30 60 days after the Date of Termination;
(iiiii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in cash within 30 days after following the Date of Termination;
(iiiiv) A pro rata portion of the The Pro-Rated Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 60 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted To the extent not previously vested as of the Date of Termination, RSUs will be subject to accelerated vesting pursuant to the Executive under any of terms and conditions set forth in the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in fullRSU Agreements; and
(vi) During the 18 month period following commencing on the Date of Termination, subject to Termination and ending on the earlier of (i) the twelve month anniversary of the Date of Termination and (ii) the expiration of the Executive’s valid election to continue healthcare coverage eligibility for benefits under Section 4980B of the CodeCOBRA, the Company shall continue to provide the Executive and the Executive’s eligible dependants family members shall continue to be provided with COBRA Coverage, group health insurance coverage at least equal to that which would have been provided to them if the Executive’s employment had not been terminated; provided, however, that (xif the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(c)(vi) if any plan pursuant to which such benefits are provided is not, or ceases prior shall be reduced to the expiration of the period of continuation extent comparable coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid actually provided to the Executive in substantially equal monthly installments over and the continuation Executive’s eligible family members, and any such coverage period (or shall be reported by the remaining portion thereof)Executive to the Company.
Appears in 1 contract
Death or Disability. If the Executive’s employment this Agreement is terminated by reason as a result of the Executive’s death or Disability during the Employment PeriodDisability:
(ia) The Accrued Obligations Company shall be paid pay to the Executive’s estate or beneficiaries Executive (or to his estate, in the Executive, as applicable, within 30 days after event the Date of Termination;Executive is deceased) the following amounts:
(ii1) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% any unpaid portion of the Executive’s annual Base Salary, Salary (as in effect on the Date of Termination) owed as of the Date of Termination, shall be paid to any unpaid portion of the Executive’s estate or beneficiaries or Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Paid Leave as applicableof the Date of Termination, in a lump sum cash payment within 30 thirty (30) days after the Date of Termination;; and
(iii2) A pro rata portion an amount equal to two (2) times the sum of the Annual Bonus for the partial fiscal year Executive’s Base Salary (as in which effect on the Date of Termination occurs, determined by multiplying Termination) plus the Executive’s Target Annual Bonus under Incentive Compensation for the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar fiscal year during which the Date of Termination occurs through occurs. If the termination is due to death, this amount will be paid in substantially equal bi-weekly installments over a two (2) year period following the Executive’s Date of Termination. If the termination is due to Disability, this amount will be paid in substantially equal bi-weekly installments beginning as of the first payroll date immediately following the six (6) month anniversary of the Date of Termination and continuing until the denominator first payroll date immediately following the two (2) year anniversary of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination. The Company may, to the extent feasible, purchase insurance to cover all or any part of the obligation contemplated in this paragraph, and the Executive agrees to submit to a physical examination and otherwise cooperate with the Company to facilitate the procurement of such insurance.
(ivb) Any Annual Bonus required The Company shall, promptly upon submission by the Executive (or his estate) of supporting documentation, pay or reimburse to the Executive any costs and expenses (including moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive’s employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive’s spouse and dependents, at least equal to that which would have been provided to him under Section 4.7 if the Executive’s employment had not terminated, if such coverage continues to be available to the Company, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive’s Date of Termination.
(d) Whenever compensation is payable to the Executive under this Agreement during a period in which he is partially or totally disabled, and such disability would (except for the provisions of this Agreement) entitle the Executive to disability income or salary continuation payments from the Company according to the terms of any plan or program presently maintained or hereafter established by the Company, the disability income or salary continuation paid to the Executive pursuant to any such plan or program shall be considered a portion of (and not in addition to) the payment to be made to the Executive pursuant to this Section 2(b)(ii) above 6.2. If disability income is payable directly to the Executive by an insurance company under the terms of an insurance policy paid for any fiscal year by the Company, the amounts paid to the Executive by such insurance company shall be considered a portion of the Company that ends on payment (and not in addition to the payment) to be made to the Executive pursuant to this Section 6.2.
(e) The Executive (or before the Executive’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company’s stock plans, as if the Executive were still employed by the Company, for a period of two (2) years following the Date of Termination shall be paid to (or, if less, for the remainder of the stated terms of the rights or interests).
(f) The Executive (or the Executive’s estate or beneficiaries or estate, as the case may be) shall continue to be covered under the Company’s directors’ and officers’ liability insurance, if any, and under his separate Indemnity Agreement with the Company, as if the Executive’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnity Agreement, for such longer term as applicable, to may be provided for in the extent not previously paid Indemnity Agreement).
(if any), within 30 days after g) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of those Plans and are provided is not, or ceases prior to not necessarily severed on the expiration Date of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)Termination.
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Death or Disability. If the ExecutiveEmployee’s employment is terminated by reason of the ExecutiveEmployee’s death or Disability during Disability, the Employment Period:
Company shall pay to Employee or Employee’s legal representatives (i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date later to occur of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying or the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion effective date of the Compensation Committee) by Release, a fraction, lump sum in cash equal to the numerator sum of which is the number of days elapsed in the calendar year during which the Date of Termination occurs Employee’s Annual Base Salary through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid and any compensation previously deferred by Employee (if anytogether with any accrued interest or earnings thereon) (the “Accrued Obligations”), within 30 days after ; (ii) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination;
Termination to the extent not previously paid, which amount shall be paid at such time as the Company pays other executives of the Company annual bonuses for the prior calendar year (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year in a press release); (iii) without duplication of any amount payable pursuant to clause (ii) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year in a press release); (iv) any amounts arising from Employee’s participation in, or benefits under, any Investment Plan (the “Accrued Investments”), which amounts shall be paid in accordance with the terms and conditions of such Investment Plan; (v) All outstanding restricted stock and other equity awards granted any amounts to the Executive under which Employee or Employee’s spouse, beneficiaries or estate are entitled from Employee’s participation in, or benefits under, any of the Company’s equity incentive plans Welfare Plan (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service “Accrued Welfare Benefits”), which amounts shall be paid in accordance with the Company shall immediately become vested in fullterms and conditions of such Welfare Plan; and
and (vi) During solely in the 18 month period following case of Employee’s death, six consecutive bi-weekly payments equal to
1/ 26th of Employee’s Annual Base Salary as of the date immediately prior to the Date of Termination, subject to payable following the Executive’s valid election to continue healthcare coverage under Section 4980B Date of Termination in accordance with the customary payroll policies for executive officers of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Company. Except as described in this Section 409A under Treasury Regulation Section 1.409A-1(a)(55(a), in the event of Employee’s termination by reason of Employee’s death or (y) the Company is otherwise unable Disability, Employee and Employee’s legal representatives, as applicable, shall forfeit all rights to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)any other compensation.
Appears in 1 contract
Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants dependents with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).
Appears in 1 contract
Samples: Employment Agreement (Sunstone Hotel Investors, Inc.)
Death or Disability. If the Executive’s employment this Agreement is terminated by reason as a result of the Executive’s death or Disability during the Employment PeriodDisability:
(ia) The Accrued Obligations Company shall be paid pay to the Executive’s estate or beneficiaries Executive (or to his estate, in the Executive, as applicable, within 30 days after event the Date of Termination;Executive is deceased) the following amounts:
(ii1) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% any unpaid portion of the Executive’s annual Base Salary, Salary (as in effect on the Date of Termination) through the Date of Termination, shall be paid to any unpaid portion of the Executive’s estate or beneficiaries or Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as applicableof the Date of Termination, in a lump sum cash payment within 30 thirty (30) days after the Date of Termination;; and
(iii2) A pro rata portion an amount equal to two (2) times the sum of the Annual Bonus for the partial fiscal year Executive’s Base Salary (as in which effect on the Date of Termination occurs, determined by multiplying Termination) plus the Executive’s Target Annual Bonus under Incentive Compensation for the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar fiscal year during which the Date of Termination occurs through occurs. If the termination is due to death, this amount will be paid in substantially equal hi-weekly installments over a two (2) year period following the Executive’s Date of Termination. If the termination is due to Disability, this amount will be paid in substantially equal bi-weekly installments beginning as of the first payroll date immediately following the six (6) month anniversary of the Date of Termination and continuing until the denominator first payroll date immediately following the two (2) year anniversary of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination. The Company shall, to the extent feasible, purchase insurance to cover all or any part of the obligation contemplated in this paragraph, and the Executive agrees to submit to a physical examination and otherwise cooperate with the Company to facilitate the procurement of such insurance.
(ivb) Any Annual Bonus required The Company shall, promptly upon submission by the Executive (or his estate) of supporting documentation, pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive’s employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive’s spouse and dependents, at least equal to that which would have been provided to him under Section 4.7 if the Executive’s employment had not terminated, if such coverage continues to be available to the Company, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive’s Date of Termination. Notwithstanding the foregoing, the medical, dental, and/or vision coverage provided under this Section 6.2(c) shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) Whenever compensation is payable to the Executive under this Agreement during a period in which he is partially or totally disabled, and such Disability would (except for the provisions of this Agreement) entitle the Executive to Disability income or salary continuation payments from the Company according to the terms of any plan or program presently maintained or hereafter established by the Company, the Disability income or salary continuation paid to the Executive pursuant to any such plan or program shall be considered a portion of (and not in addition to) the payment to be made to the Executive pursuant to this Section 2(b)(ii) above 6.2. If disability income is payable directly to the Executive by an insurance company under the terms of an insurance policy paid for any fiscal year by the Company, the amounts paid to the Executive by such insurance company shall be considered a portion of the Company that ends on payment (and not in addition to the payment) to be made to the Executive pursuant to this Section 6.2.
(e) The Executive (or before the Executive’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and employed by the Company, for a period of three (3) years following the Date of Termination (or, if interests awarded to the Executive under the Company’s stock plans, as if the Executive were still less, for the remainder of the stated terms of the rights or interests). ALTERNATIVE 1. Notwithstanding the foregoing, with respect to any stock options that were both granted prior to January 1, 2004 and not vested as of December 31, 2004, the extension of the vesting and exercise periods for such options, pursuant to this paragraph, shall be paid limited to (i.e., shall not extend beyond) the later of (1) the fifteenth (15th) day of the third (3”1) calendar month following the date on which such options would have otherwise expired based on the terms of such options as of their original date of grant, or (2) December 31 of the calendar year in which such options would have otherwise expired based on the terms of such options as of their original date of grant. ALTERNATIVE 2: Notwithstanding the forgoing, with respect to any stock options that were both granted prior to January 1, 2004 and not vested as of December 31, 2004, nothing contained in this paragraph shall permit the exercise of such options on a date (or dates) other than that (or those) specifically set forth in the amended option agreement governing such options. [NOTE: OPTIONS THAT WERE NOT VESTED AS OF 12/31/04 ARE NOT GRANDFATHERED AND THEREFORE MUST EITHER QUALIFY FOR EXEMPTION FROM CODE SECTION 409A (ALTERNATIVE 1 ABOVE) OR COMPLY WITH CODE SECTION 409A (ALTERNATIVE 2 ABOVE). ALTERNATIVE 1 LIMITS THE POST-TERMINATION EXERCISE PERIOD FOR NON-GRANDFATHERED OPTIONS THAT DO NOT CURRENTLY MEET THE EXEMPTION (I.E., OPTIONS GRANTED PRIOR TO 1/1/04 BUT NOT VESTED AS OF 12/31/04) TO FIT WITHIN THE CODE SECTION 409A EXEMPTION. THUS, ALTERNATIVE 1 WOULD LIMIT THE PERIOD OF TIME, POST-TERMINATION, THAT THE EXECUTIVE CAN EXERCISE, BUT WOULD RETAIN THE FLEXIBILITY TO EXERCISE AT ANY TIME DURING EMPLOYMENT AND DURING THE LIMITED POST-EXERCISE PERIOD. ALTERNATIVE 2 PROVIDES THAT THIS PROVISION WILL NOT AFFECT THE EXERCISE DATE, WHICH WILL BE SET FORTH IN AN AMENDMENT TO THE OPTION AGREEMENT. UNDER ALTERNATIVE 2, IN COMPLIANCE WITH CODE SECTION 409A, THE AMENDMENT TO THE OPTION AGREEMENT WOULD SET A FIXED DATE ON WHICH THE OPTION MUST BE EXERCISED. THE EXECUTIVE WOULD NOT HAVE THE FLEXIBILITY TO DECIDE WHETHER TO EXERCISE ON A DIFFERENT DATE.]
(f) The Executive (or the Executive’s estate or beneficiaries or to the Executiveestate, as applicablethe case may be) shall continue to be covered under the Company’s directors’ and officers’ liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive’s employment had not previously paid terminated, for a period of ten (if any10) years following his Date of Termination (or, in the case, of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement), within 30 days after .
(g) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of those Plans and are provided is not, or ceases prior to not necessarily severed on the expiration Date of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)Termination.
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Death or Disability. If the Executive’s your employment is terminated by reason of the Executive’s your death or Disability during the Employment Contract Period:
, the Company shall pay to your designated beneficiaries (i) The Accrued Obligations shall be paid or, if there is no such beneficiary, to the Executive’s your estate or beneficiaries or to the Executivelegal representative), as applicable, in one cash payment within 30 sixty (60) days after the Date of Termination;
, the sum of the following amounts (the "Accrued Obligations"): (i) any portion of your Annual Base Salary through the Date of Termination that has been earned but not yet been paid; (ii) In addition to, and irrespective of, an amount representing the amount earned during Bonus for the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on period that includes the Date of Termination, shall computed by assuming that the amount of all such Bonus would be paid equal to the Executive’s estate or beneficiaries or to maximum amount of such Bonus that the Executiveyou earned the prior fiscal year, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by and multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher that amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed worked in the calendar current fiscal year during which the Date of Termination occurs through the Date of Termination Termination, and the denominator of which is 365the total number of work days in the relevant current fiscal year; (iii) any accrued but unpaid Bonus and vacation pay; and (iv) notwithstanding herein anything to the contrary, your family (spouse and issue) shall have health insurance paid for by AAI or the Company for a one year period after the date of your death. Any compensation previously deferred by you (together with any accrued interest or earnings thereon) that has not yet been paid will be paid to in accordance with the Executive’s estate terms and conditions under which such amounts were initially deferred. In the event of termination by Disability or beneficiaries or to by reason of your death, the Executive, Restrictions on the Atlas Energy LLC Units shall terminate and all unvested Atlas Energy LLC Units and Atlas Energy LLC Options shall vest in full as applicable, within 30 days after of the Date of Termination;
(iv) Any Annual Bonus required . These vested Securities shall not be subject to forfeiture under any circumstance. In the event of termination under this paragraph, all other benefits, payments or compensation to be paid provided to you hereunder shall terminate and your rights in any unvested AAI stock options shall be terminated and any other incentive plans shall be governed solely by the Executive pursuant to Section 2(b)(ii) above for any fiscal year terms of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)applicable plan.
Appears in 1 contract
Death or Disability. If the at any time Executive’s employment is hereunder shall be terminated by reason as a result of the Executive’s death or Disability during the Employment PeriodDisability, then:
11.1.1 Employer shall pay Executive (or, if applicable, Executive’s estate): (i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to Base Compensation through the Executive, as applicable, within 30 days after the Date date of Termination;
termination; (ii) In addition toon the sixtieth (60th) day after Executive’s termination, and irrespective ofany Annual Bonus earned, but unpaid, as of the amount earned during date of termination for the applicable calendar immediately preceding fiscal year, 100% of the Executive’s annual Base Salary, as paid in effect on the Date of Termination, shall be paid accordance with Section 4.2 (except to the Executive’s estate or beneficiaries or extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement with the Executive, as applicable, within 30 days after the Date of Termination;
Company); (iii) A pro rata portion of the Annual Bonus an amount for the partial fiscal year in which the Date of Termination occursreimbursement, determined within 60 days following submission by multiplying the Executive (or, if applicable, Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committeeestate) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date Company of Termination;
(ivappropriate supporting documentation) Any Annual Bonus required to be paid to the for any unreimbursed business expenses properly incurred by Executive pursuant to Section 2(b)(ii6 and in accordance with Company policy prior to the termination date; and (iv) above for any fiscal year such employee benefits, if any, as to which Executive (or, if applicable, Executive’s estate) or his dependents may be entitled under the employee benefit plans of the Company that ends (the amounts described in clauses (i) through (iv) hereof being referred to as the “Accrued Rights”);
11.1.2 Employer shall pay Executive (or, if applicable, Executive’s estate) on or before the Date of Termination shall be sixtieth (60th) day after Executive’s termination in a single lump sum the sum of: (A) two (2) years’ Base Compensation; and (B) two (2) times the highest Annual Bonus paid to Executive during the preceding three (3) year period.
11.1.3 If Executive or Executive’s estate or beneficiaries or dependents elect to continue applicable health insurance coverage under COBRA following such termination, then the Company shall pay Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the ’s monthly COBRA premium for continued health insurance coverage for Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with eligible dependents until the Company shall immediately become vested in full; and
earlier of: (vii) During the 18 month period eighteen (18) months following the Date termination date; or (ii) the date upon which Executive and his eligible dependents become eligible for comparable coverage under a group health insurance plan maintained by subsequent employer.
11.1.4 All of Termination, Executive’s then outstanding stock based rights which are subject to vesting on the Executive’s valid election to continue healthcare coverage under Section 4980B basis of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties performance (including without limitationlimitation the restricted stock unit grant under Section 5) shall become vested, pursuant exercisable and payable with respect to Section 2716 all of the Public Health Service Act or equity subject thereto (and all options and similar rights shall remain exercisable with respect to such equity for up to an additional two (2) years from the Patient Protection and Affordable Care Act)termination date, then, but in either case, an amount equal to 150% no event longer than for the original term of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereofoptions).
Appears in 1 contract
Samples: Employment Agreement (Entercom Communications Corp)
Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability during on account of Disability, the Employment PeriodCompany shall:
(i) The Accrued Obligations shall be paid pay to the Executive or the Executive’s estate or beneficiaries or to the Executiveestate, as applicable, a lump sum cash payment within 30 ten (10) days after such termination equal to, to the Date of Terminationextent not previously paid: (A) any earned and accrued but unpaid Base Salary, (B) any earned and accrued but unpaid Annual Bonus for any Fiscal Year ending prior to such termination, (C) any accrued vacation pay, and (D) any unpaid reimbursable business expenses due to the Executive in accordance with Section 3(e) (the amounts described in the preceding clauses (A) - (D), the “Accrued Amounts”);
(ii) In addition to, and irrespective of, pay to the amount earned during the applicable calendar year, 100% of Executive or the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executiveestate, as applicable, within 30 days after an amount equal to the Date of Termination;
sum of: (iiix) A pro rata portion the Executive’s Base Salary through the end of the month in which such termination occurred, (y) the Executive’s Base Salary for 12 months, and (z) a pro-rated Target Annual Bonus for the partial fiscal year in which the Date Fiscal Year of Termination occurs, termination determined by multiplying the Executive’s such Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which Fiscal Year that the Date of Termination occurs through Executive was employed by the Date of Termination Company and the denominator of which is 365, shall be paid with such aggregate sum of clauses (x), (y) and (z) above payable (A) in the case of a termination due to the Executive’s estate Disability, in 12 substantially equal monthly installments over the 12 month period following the termination date, with the first payment commencing within 75 days after the date of the Executive’s termination of employment (which first payment shall include payments in arrears for the period commencing on the termination date) and continuing thereafter on the first day of each subsequent calendar month, or beneficiaries or (B) in the case of a termination due to the Executive’s death, as applicable, in a single lump sum cash payment within 30 ten (10) days after such termination;
(iii) provide those death or disability benefits to which the Date Executive is entitled at the date of Termination;the Executive’s death or Disability under any benefit plans, policies or arrangements of the Company; and
(iv) Any Annual Bonus required to be paid to in the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities case of a successor company) that vest based solely termination on the passage account of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of TerminationDisability, subject provide to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coveragespouse and dependents, providedas applicable, howeverat the Company’s expense, that continued participation in the Company’s group health plan (xor comparable medical coverage) if any plan pursuant to which such benefits are provided is not, or ceases prior to until the expiration earlier of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover date the Executive attains age 65 or the date the Executive becomes eligible for coverage under its the group health plans without incurring penalties (including without limitation, pursuant to Section 2716 plan of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)another employer.
Appears in 1 contract
Death or Disability. If (a) Subject to the Executive’s employment provisions of this Section 6.2, if this Agreement is terminated by reason as a result of the Executive’s death or Disability during Disability, the Employment Period:
(i) The Accrued Obligations Company shall be paid pay to the Executive’s estate Executive or beneficiaries or to the Executivehis estate, as applicable, in a lump sum cash payment within 30 thirty (30) days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% greater of (1) that portion of the Executive’s annual Base Salary, Salary (as in effect on the Date of Termination, shall be paid ) owing in respect of the balance of the Employment Period pursuant to Section 3 hereof or (2) the Executive’s estate or beneficiaries or to the Executive, Base Salary (as applicable, within 30 days after in effect on the Date of Termination;
(iii) A pro rata portion ). The Company may purchase insurance to cover all or any part of the Annual Bonus for obligation contemplated in the partial fiscal year in foregoing sentence, and the Executive agrees to submit to a physical examination to facilitate the procurement of such insurance. The Company also shall, promptly upon submission by the Executive of supporting documentation, pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company) paid or incurred by the Executive which the Date would have been payable under Section 4.8 of Termination occurs, determined by multiplying this Agreement if the Executive’s Target Annual Bonus under employment had not terminated. The Company shall continue providing medical, dental, and/or vision coverage to the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to Executive and/or the Executive’s estate or beneficiaries or family, at least equal to that which would have been provided to them under Section 4.7 if the Executive’s employment had not terminated, as applicableuntil the earlier of (1) the date the Executive becomes eligible for any other medical, within 30 days after dental, or vision coverage (whether or not equal to that provided by the Company) provided by any other employer or (2) the fifth anniversary of the Executive’s Date of Termination;. Notwithstanding the foregoing, such coverage shall cease immediately if the Executive violates any of the applicable provisions of Article 11.
(ivb) Any Annual Bonus required Whenever compensation is payable to be the Executive hereunder during a period in which he is partially or totally disabled, and such Disability would (except for the provisions hereof) entitle the Executive to Disability income or salary continuation payments from the Company according to the terms of any plan or program presently maintained or hereafter established by the Company, the Disability income or salary continuation paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year such plan or program shall be considered a portion of the Company that ends on or before the Date of Termination shall payment to be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted made to the Executive pursuant to this Section 6.2 and shall not be in addition hereto. If Disability income is payable directly to the Executive by an insurance company under any the terms of an insurance policy paid for by the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be amounts paid to the Executive by such insurance company shall be considered a portion of the payment to be made to the Executive pursuant to this Section 6.2 and shall not be in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)addition hereto.
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Death or Disability. If the Executive’s employment this Agreement is terminated by reason as a result of the Executive’s death or Disability during and the Employment PeriodExecutive has a Termination of Employment:
(ia) The Accrued Obligations Company shall be paid pay to the Executive’s estate or beneficiaries Executive (or to his estate, in the Executive, as applicable, within 30 days after event the Date of Termination;Executive is deceased) the following amounts:
(ii1) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% any unpaid portion of the Executive’s annual Base Salary, Salary (as in effect on the Date of Termination) owed as of the Date of Termination, shall be paid to any unpaid portion of the Executive’s estate or beneficiaries or Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Paid Leave as applicableof the Date of Termination, in a lump sum cash payment within 30 thirty (30) days after the Date of Termination;; and
(iii2) A pro rata portion an amount equal to two (2) times the sum of the Annual Bonus for the partial fiscal year Executive’s Base Salary (as in which effect on the Date of Termination occurs, determined by multiplying Termination) plus the Executive’s Target Annual Bonus under Incentive Compensation for the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar fiscal year during which the Date of Termination occurs through occurs. If the termination is due to death, this amount will be paid in substantially equal bi-weekly installments over a two (2) year period following the Executive’s Date of Termination. If the termination is due to Disability, this amount will be paid in substantially equal bi-weekly installments beginning as of the first payroll date immediately following the six (6) month anniversary of the Date of Termination and continuing until the denominator first payroll date immediately following the two (2) year anniversary of the Date of Termination; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination. The Company may, to the extent feasible, purchase insurance to cover all or any part of the obligation contemplated in this paragraph, and the Executive agrees to submit to a physical examination and otherwise cooperate with the Company to facilitate the procurement of such insurance.
(b) The Company shall pay or reimburse to the Executive in a lump sum cash payment within ninety (90) days after the Date of Termination any costs and expenses (including moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which is 365, shall be paid to would have been payable under Section 4.8 of this Agreement if the Executive’s estate employment had not terminated, provided that the Executive (or beneficiaries or to the Executive, as applicable, his estate) provides proper documentation of such costs and expenses within 30 thirty (30) days after the Date of Termination;.
(ivc) Any Annual Bonus required The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive’s spouse and dependents, equal to that which would have been provided to him under Section 4.7 if the Executive’s employment had not terminated until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive’s Date of Termination; provided that (i) the benefits provided during the Executive’s taxable year may not affect the benefits provided to the Executive in any other taxable year (except as permitted under Section 409A), (ii) reimbursement of any eligible expenses must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and (iii) the right to such continued coverage is not subject to liquidation or exchange for another benefit.
(d) Whenever compensation is payable to the Executive under this Agreement during a period in which he is partially or totally disabled, and such disability would (except for the provisions of this Agreement) entitle the Executive to disability income or salary continuation payments from the Company according to the terms of any plan or program presently maintained or hereafter established by the Company, the disability income or salary continuation paid to the Executive pursuant to any such plan or program shall be considered a portion of (and not in addition to) the payment to be made to the Executive pursuant to this Section 2(b)(ii) above 6.2. If disability income is payable directly to the Executive by an insurance company under the terms of an insurance policy paid for any fiscal year by the Company, the amounts paid to the Executive by such insurance company shall be considered a portion of the Company that ends on payment (and not in addition to the payment) to be made to the Executive pursuant to this Section 6.2.
(e) The Executive (or before the Executive’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company’s stock plans, as if the Executive were still employed by the Company, for a period of two (2) years following the Date of Termination shall be paid to (or, if less, for the remainder of the stated terms of the rights or interests).
(f) The Executive (or the Executive’s estate or beneficiaries or estate, as the case may be) shall continue to be covered under the Company’s directors’ and officers’ liability insurance, if any, and under his separate Indemnity Agreement with the Company, as if the Executive’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnity Agreement, for such longer term as applicable, to may be provided for in the extent not previously paid Indemnity Agreement).
(if any), within 30 days after g) All other obligations of the Company and rights of the Executive hereunder (except those described in Section 6.8 of this Agreement) shall terminate effective as of the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of those Plans and are provided is not, or ceases prior to not necessarily severed on the expiration Date of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)Termination.
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability.
(b) If the Executive’s employment is terminated by reason during the Employment Term on account of the Executive’s death or Disability during Disability, the Employment PeriodExecutive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) The the Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of TerminationAmounts;
(ii) In addition toa lump sum payment, and irrespective ofwhich shall be paid within 30 days following the Termination Date, equal to the amount earned during the applicable calendar year, 100% sum of the Executive’s annual Base Salary, as Salary and Target Bonus for the year in effect on which the Termination Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Terminationoccurs;
(iii) A pro rata portion of with respect to the Annual Bonus for the partial fiscal year in which the Termination Date of Termination occurs, determined by multiplying an amount equal to (X) the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount paid to Executive in the sole discretion respect of the Compensation Committeelast calendar year for which Executive received a bonus prior to the Termination Date, multiplied by (Y) by a fraction, the numerator of which is the number of days elapsed in between first day of the calendar year during in which the Termination Date of occurs and the Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to payable in a single payment concurrent with the Executive’s estate or beneficiaries or to payment of the Executive, as applicable, within 30 days after the Date of Termination;amounts due under Section 5.3(b)(ii) hereof; and
(iv) Any Annual Bonus required to the treatment of any outstanding equity awards shall be paid to determined in accordance with the Executive pursuant to Section 2(b)(ii) above for any fiscal year terms of the Company Equity Plan and the applicable award agreements; provided that ends on notwithstanding the terms of the Equity Plan or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;any applicable award agreements:
(vA) All all outstanding restricted unvested stock or equity unit options, appreciation units and other equity awards stock appreciation rights, granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term;
(B) all outstanding equity-based compensation awards other than stock options, appreciation units and stock appreciation rights that are not intended to qualify as performance-based compensation under Section 162(m)(4)(C) shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A of the Company’s equity incentive plans Code (or awards substituted therefor covering the securities of a successor company“Section 409A”) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested remain in fulleffect; and
(viC) During all outstanding equity-based compensation awards other than stock or equity unit options, appreciation units and stock appreciation rights that are intended to constitute performance- based compensation under Section 162(m)(4)(C) shall remain outstanding and shall vest or be forfeited in accordance with the 18 month period following terms of the Date of Terminationapplicable award agreements, subject to if the applicable performance goals are satisfied. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s valid election Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, “Disability” shall mean the Executive is entitled to continue healthcare coverage receive long-term disability benefits under Section 4980B the Company’s long-term disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days; provided however, in the event the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the CodeExecutive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company and the Executive shall continue not be able to provide resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, cannot agree shall be determined in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in substantially equal monthly installments over writing. The determination of Disability made in writing to the continuation coverage period (or Company and the remaining portion thereof)Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Workiva Inc)
Death or Disability. If the (a) The Company may terminate Executive’s employment is terminated by reason of the Executive’s hereunder due to death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or beneficiaries or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the Executivedate of termination, as applicable, within 30 days after the Date of Termination;
(ii) In addition tothe actual bonus, and irrespective ofif any, the amount earned during the applicable calendar year, 100% she would have received in respect of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination her termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) prorated by a fraction, the numerator of which is the number of days elapsed in such fiscal year prior to the calendar year during which the Date date of Termination occurs through the Date of Termination Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to the Executive or Executive’s estate personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or beneficiaries or to the Executive’s beneficiaries, as applicable, within 30 days after in accordance with the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year terms of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of applicable benefit plan. At the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and expense, Executive and/or Executive’s continued employment or service with the Company dependents shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable be entitled to continue to cover participate in the Executive under its Company’s group health plans without incurring penalties insurance programs on the same terms as similarly situated actively-employed executives for a period of twelve (including without limitation, pursuant to Section 2716 12) months from the date of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy such termination. Executive and/or Executive’s dependents shall thereafter be paid entitled to any continuation of such benefits provided under such group health insurance programs or by applicable law. Following the Executive death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in substantially equal monthly installments over the continuation coverage period (or definition of Accrued Employment Entitlements) shall be governed by the remaining portion thereof)terms of such plans.
Appears in 1 contract
Death or Disability. If the Executive’s employment is terminated Executive incurs a Separation from Service by reason of the Executive’s death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 thirty days after the Date Executive’s Separation from Service (or any shorter period prescribed by law) or, in the case of Terminationpayments or benefits described in Section 5(a)(i)(B) above, as such payments or benefits become due;
(ii) In addition toto the Accrued Obligations, and irrespective of, the amount earned during the applicable calendar year, 100% of subject to the Executive’s annual Base Salary(or his estate’s) execution and non-revocation of a Release, as the Executive shall be entitled to receive the following payments and benefits (the “Death/Disability Payments”):
(A) the RPUs and CPUs shall be treated in effect accordance with the terms of the applicable LTIP Award Agreements;
(B) For the period commencing on the Executive’s Separation from Service and ending on the earlier to occur of (1) the date on which the Employment Period would have otherwise expired had the Executive not incurred a Separation from Service (disregarding any renewals thereof that would occur subsequent to the Date of Termination), and (2) the date of the expiration of the COBRA Period, the Executive and the Executive’s eligible dependents shall continue to be paid provided with medical, prescription and dental benefits as if the Executive’s employment had not been terminated at the same cost to the Executive (or the Executive’s estate or beneficiaries or dependents) as immediately prior to the Executive, as applicable, within 30 days after the Date of TerminationTermination provided that the Executive or his dependents, if applicable, properly elect continuation healthcare coverage under Code Section 4980B; following such continuation period, any further continuation of such coverage under applicable law shall be at the Executive’s (or his estate’s or dependents’) sole expense;
(iiiC) A pro rata portion The Pro Rata Bonus, payable at the time when annual bonuses are paid to the Peer Executives in respect of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying occurs (but in no event later than the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion fifteenth day of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 third month period following the Date end of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereofyear).
Appears in 1 contract
Samples: Employment Agreement (BreitBurn Energy Partners L.P.)
Death or Disability. If Subject to Section 4(d) below, if the Executive’s employment is terminated Executive incurs a Separation from Service by reason of the Executive’s death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in cash within 30 3 business days after the Date of Termination (or earlier, to the extent required by applicable law);
(ii) Any Prior Year Bonus, to the extent not previously paid, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in a single lump sum payment not later than the 45th day after the Date of Termination;
(iiiii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salarytarget Annual Bonus amount, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after in cash on the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days 3rd business day after the Date of Termination;
(iv) Any Annual Bonus required to be paid to To the Executive pursuant to Section 2(b)(ii) above for any fiscal year extent not previously vested as of the Company that ends on or before the Date of Termination shall Termination, the Restricted Stock Award and the Stock Option will be paid subject to accelerated vesting pursuant to the terms and conditions set forth in the Restricted Stock Agreement and the Stock Option Agreement, respectively; and
(v) During the COBRA Period, provided that the Executive’s estate or beneficiaries or to the Executive, as applicable, properly elects to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare receive group health insurance continuation coverage under Section 4980B of the CodeCOBRA, the Company shall continue pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to provide receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(c)(v) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible dependants with COBRA Coveragefamily members, providedand any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, however, that (xA) if any plan pursuant to which the Company is providing such benefits are provided coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (yB) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act)plans, then, in either case, an amount equal to 150% of each remaining Company subsidy the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the continuation coverage period COBRA Period (or the remaining portion thereof). In addition, in the event of the Executive’s death, the Executive’s estate or beneficiaries, as applicable, shall be entitled to benefits pursuant to the Company’s group life insurance policy applicable to the Executive, subject to the terms and conditions thereof. During the Employment Period, such policy shall provide the Executive with eligibility for coverage (including supplemental coverage) at a benefit level equal to at least 100% of his Base Salary, and the premiums for the maximum basic coverage amount (currently $510,000) shall be paid for by the Company.
Appears in 1 contract
Death or Disability. If In the Executiveevent Employee’s employment is terminated terminates by reason of his death, or either party terminates Employee’s employment due to Disability pursuant to Section 4(b), the ExecutiveCompany shall pay to Employee the Accrued Payments. In addition, and contingent upon Employee (or Employee’s death estate) satisfying the Severance Conditions, the Company shall also provide the Employee (or Disability during Employee’s estate) the Employment Periodfollowing payments and other benefits:
(i) The Accrued Obligations shall be paid Payment of an amount equal to twelve (12) months of Employee’s Base Salary as of the Executive’s estate or beneficiaries or to Termination Date, payable in a lump sum on the Executive, as applicable, within 30 days after 30th day following the Date of Termination;Termination Date; plus
(ii) In addition toPayment of an amount equal to 1.0 times the Target STI Payment, and irrespective ofcalculated based on Employee’s Base Salary in effect on the Termination Date, payable in a lump sum on the amount earned during 30th day following the Termination Date; plus
(iii) Payment of a Pro-Rata Bonus for the calendar year of termination, payable as soon as administratively feasible following preparation of the Company’s audited financial statements for the applicable calendar year, 100% but in no event later than March 31 (or earlier that January 1) of the Executivecalendar year following the calendar year to which such STI Payment relates; plus
(iv) Payment or reimbursement on a monthly basis of the premiums required to continue Employee’s annual Base Salarygroup health care coverage for a period of twelve (12) months following Employee’s Termination Date, as in effect on under the Date applicable provisions of TerminationCOBRA, shall be paid to the Executive’s estate provided that Employee or beneficiaries or to the Executivehis dependents, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion elect to continue and remain eligible for these benefits under COBRA. If necessary to avoid inclusion in taxable income by Employee of the Annual Bonus value of in-kind benefits, such health care continuation premiums shall be provided in the form of taxable payments to Employee, which payments shall be made without regard to whether Employee elects to continue and remain eligible for such benefits under COBRA, and in which event Company shall pay to Employee, with each monthly reimbursement, an additional amount of cash equal to A/(1-R)-A, where A is the amount of the reimbursement for the partial fiscal year in which month, and R is the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion sum of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination maximum federal individual income tax rate then applicable to ordinary income and the denominator of which is 365, shall be paid maximum individual Colorado income tax rate then applicable to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)ordinary income.
Appears in 1 contract
Death or Disability. If the Executive’s employment this Agreement is terminated by reason as a result of the Executive’s death or Disability during the Employment PeriodDisability:
(ia) The Accrued Obligations Company shall be paid pay to the Executive’s estate or beneficiaries Executive (or to his estate, in the Executive, as applicable, within 30 days after event the Date of Termination;Executive is deceased) the following amounts:
(ii1) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% any unpaid portion of the Executive’s annual Base Salary, Salary (as in effect on the Date of Termination) owed as of the Date of Termination, shall be paid to any unpaid portion of the Executive’s estate or beneficiaries or Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Paid Leave as applicableof the Date of Termination, in a lump sum cash payment within 30 thirty (30) days after the Date of Termination;; and
(iii2) A pro rata portion an amount equal to two (2) times the sum of the Annual Bonus for the partial fiscal year Executive’s Base Salary (as in which effect on the Date of Termination occurs, determined by multiplying Termination) plus the Executive’s Target Annual Bonus under Incentive Compensation for the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar fiscal year during which the Date of Termination occurs through occurs. If the termination is due to death, this amount will be paid in substantially equal bi-weekly installments over a two (2) year period following the Executive’s Date of Termination. If the termination is due to Disability, this amount will be paid in substantially equal bi-weekly installments beginning as of the first payroll date immediately following the six (6) month anniversary of the Date of Termination and continuing until the denominator first payroll date immediately following the two (2) year anniversary of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination. The Company may, to the extent feasible, purchase insurance to cover all or any part of the obligation contemplated in this paragraph, and the Executive agrees to submit to a physical examination and otherwise cooperate with the Company to facilitate the procurement of such insurance.
(ivb) Any Annual Bonus required The Company shall, promptly upon submission by the Executive (or his estate) of supporting documentation, pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive’s employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive’s spouse and dependents, at least equal to that which would have been provided to him under Section 4.7 if the Executive’s employment had not terminated, if such coverage continues to be available to the Company, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive’s Date of Termination.
(d) Whenever compensation is payable to the Executive under this Agreement during a period in which he is partially or totally disabled, and such disability would (except for the provisions of this Agreement) entitle the Executive to disability income or salary continuation payments from the Company according to the terms of any plan or program presently maintained or hereafter established by the Company, the disability income or salary continuation paid to the Executive pursuant to any such plan or program shall be considered a portion of (and not in addition to) the payment to be made to the Executive pursuant to this Section 2(b)(ii) above 6.2. If disability income is payable directly to the Executive by an insurance company under the terms of an insurance policy paid for any fiscal year by the Company, the amounts paid to the Executive by such insurance company shall be considered a portion of the Company that ends on payment (and not in addition to the payment) to be made to the Executive pursuant to this Section 6.2.
(e) The Executive (or before the Executive’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company’s stock plans, as if the Executive were still employed by the Company, for a period of two (2) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights or interests). Notwithstanding any contrary provision of the LTIP, the Executive’s Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be paid to prorated in the manner described in Section 8(a) of the LTIP.
(f) The Executive (or the Executive’s estate or beneficiaries or estate, as the case may be) shall continue to be covered under the Company’s directors’ and officers’ liability insurance, if any, and under his separate Indemnity Agreement with the Company, as if the Executive’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnity Agreement, for such longer term as applicable, to may be provided for in the extent not previously paid Indemnity Agreement).
(if any), within 30 days after g) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of those Plans and are provided is not, or ceases prior to not necessarily severed on the expiration Date of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)Termination.
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Death or Disability. If the Executive’s employment shall immediately terminate on the date of his death or upon ten (10) days’ prior written notice by the Company for Disability. Termination of Executive’s employment based on “Disability” shall mean termination because Executive is terminated unable due to a physical or mental condition to perform the essential functions of his position with or without reasonable accommodation for 180 days in the aggregate during any twelve (12) month period or based on the written certification by reason two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. Upon Executive’s termination due to death or Disability during Disability, Executive (or his estate or legal representative, if applicable) shall be entitled to the Employment Period:
following payments and benefits: (i) The Accrued Obligations shall be any unpaid Base Salary through the date of termination any accrued but unused vacation time paid to on the ExecutiveCompany’s estate next regular payroll date, or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
earlier if required by law; (ii) In addition toreimbursement for any unreimbursed, reasonable, documented business expenses incurred through the date of termination and irrespective ofin accordance with Company policy, the amount earned during the applicable calendar yearpayable within thirty (30) days following such termination of employment, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion all other vested payments, benefits or fringe benefits to which Executive is entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant (collectively, Sections 6(a)(i), 6(a)(ii) and 6(a)(iii) shall be hereafter referred to as the Annual Bonus for “Accrued Benefits”) and (iii) subject to Executive’s, or, in the partial fiscal year in which the Date event of Termination occursdeath, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executivepersonal representative’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service compliance with the Company shall immediately become vested obligations in full; and
(vi) During the 18 month period following the Date of TerminationSections 7, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code8, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case9 hereof, an amount equal to 150% the average of each remaining the annual full-year cash bonuses Executive received from the Company subsidy shall thereafter be paid for the three (3) completed calendar years prior to termination (or fewer full year periods if the Executive employment term is less than three (3) years, pro rated for the portion of the year in substantially which such termination occurred (the “Pro Rata Average Bonus”), subject to standard payroll deductions and withholdings, payable in twelve (12) equal monthly installments over following such termination; provided, that the continuation coverage first payment shall be made on the first payroll period after the sixtieth (or the remaining portion thereof)60th) day following such termination and shall include payment of any amounts that would otherwise be due prior thereto.
Appears in 1 contract
Death or Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's death or Disability during the Employment Period:
, the Company shall pay to the Executive or, in the case of the Executive's death, to the Executive's designated beneficiaries (ior, if there is no such beneficiary, to the Executive's estate or legal representative) The Accrued Obligations in a lump sum in cash (except amounts payable pursuant to the terms of a plan in equity shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in equity) within 30 days after the Date of Termination;
Termination (or such later date which is no more than 7 days after the expiration of the revocation period for the release set forth in Section 5(d) below), the sum of the following amounts: (i) any portion of the Executive's Annual Base Salary through the Date of Termination that has been earned but not yet paid; and (ii) In addition to, an amount representing the annual and irrespective of, long-term incentive compensation for the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on period that includes the Date of Termination, shall computed by assuming that the amount of all such incentive compensation would be paid equal to the Executive’s estate target amount (expressed in shares or beneficiaries or share equivalents if applicable) of such incentive compensation that the Executive would have been eligible to the Executiveearn for such period, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by and multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher that amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which such period through the Date of Termination occurs Termination, and the denominator of which is the total number of days in the relevant period; provided, however that with respect to options outstanding on the Date of Termination, unvested options will lapse on such date, and vested options shall remain in effect and exercisable through the earlier of 60 months after the Date of Termination and the denominator end of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) their respective terms. Any Annual Bonus required to be paid to compensation previously deferred by the Executive pursuant to Section 2(b)(ii) above for (together with any fiscal year of the Company that ends on accrued interest or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor companyearnings thereon) that vest based solely on the passage has not been paid as of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject will be paid in accordance with the terms and conditions of the plan, policy or arrangement pursuant to which the amounts were deferred. As a condition to receipt of such payments and benefits, the Executive or, in the case of the Executive’s valid election to continue healthcare coverage under Section 4980B 's death, the Executive's designated beneficiaries (or, if there is no such beneficiary, the Executive's estate or legal representative) must sign and not subsequently revoke a general release in favor of the CodeCompany and its affiliates as set forth in Section 5(e) below. Upon compliance with the provisions of this Section 5(b), the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coveragehave no further obligations under this Agreement, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, except as specified in Section 6 or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)7 below.
Appears in 1 contract
Samples: Employment Agreement (Constellation Energy Group Inc)
Death or Disability. If the Executive’s employment this Agreement is terminated by reason as a result of the Executive’s death or Disability during and the Employment PeriodExecutive has a Termination of Employment:
(ia) The Accrued Obligations Company shall be paid pay to the Executive’s estate or beneficiaries Executive (or to his estate, in the Executive, as applicable, within 30 days after event the Date of Termination;Executive is deceased) the following amounts:
(ii1) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% any unpaid portion of the Executive’s annual Base Salary, Salary (as in effect on the Date of Termination) owed as of the Date of Termination, shall be paid to any unpaid portion of the Executive’s estate or beneficiaries or Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Paid Leave as applicableof the Date of Termination, in a lump sum cash payment within 30 thirty (30) days after the Date of Termination;; and
(iii2) A pro rata portion an amount equal to two (2) times the sum of the Annual Bonus for the partial fiscal year Executive’s Base Salary (as in which effect on the Date of Termination occurs, determined by multiplying Termination) plus the Executive’s Target Annual Bonus under Incentive Compensation for the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar fiscal year during which the Date of Termination occurs through occurs. If the termination is due to death, this amount will be paid in substantially equal bi-weekly installments over a two (2) year period following the Executive’s Date of Termination. If the termination is due to Disability, this amount will be paid in substantially equal bi-weekly installments beginning as of the first payroll date immediately following the six (6) month anniversary of the Date of Termination and continuing until the denominator first payroll date immediately following the two (2) year anniversary of the Date of Termination; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination. The Company may, to the extent feasible, purchase insurance to cover all or any part of the obligation contemplated in this paragraph, and the Executive agrees to submit to a physical examination and otherwise cooperate with the Company to facilitate the procurement of such insurance.
(b) The Company shall pay or reimburse to the Executive in a lump cash payment within ninety (90) days after the Date of Termination any costs and expenses (including moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which is 365, shall be paid to would have been payable under Section 4.8 of this Agreement if the Executive’s estate employment had not terminated, provided that the Executive (or beneficiaries or to the Executive, as applicable, his estate) provides proper documentation of such costs and expenses within 30 thirty (30) days after the Date of Termination;.
(ivc) Any Annual Bonus required The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive’s spouse and dependents, equal to that which would have been provided to him under Section 4.7 if the Executive’s employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive’s Date of Termination; provided that (i) the benefits provided during the Executive’s taxable year may not affect the benefits provided to the Executive in any other taxable year (except as permitted under Section 409A), (ii) reimbursement of any eligible expenses must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and (iii) the right to such continued coverage is not subject to liquidation or exchange for another benefit.
(d) Whenever compensation is payable to the Executive under this Agreement during a period in which he is partially or totally disabled, and such disability would (except for the provisions of this Agreement) entitle the Executive to disability income or salary continuation payments from the Company according to the terms of any plan or program presently maintained or hereafter established by the Company, the disability income or salary continuation paid to the Executive pursuant to any such plan or program shall be considered a portion of (and not in addition to) the payment to be made to the Executive pursuant to this Section 2(b)(ii) above 6.2. If disability income is payable directly to the Executive by an insurance company under the terms of an insurance policy paid for any fiscal year by the Company, the amounts paid to the Executive by such insurance company shall be considered a portion of the Company that ends on payment (and not in addition to the payment) to be made to the Executive pursuant to this Section 6.2.
(e) The Executive (or before the Executive’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company’s stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights or interests). Notwithstanding any contrary provision of the LTIP, the Executive’s Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be paid to prorated in the manner described in Section 8(a) of the LTIP.
(f) The Executive (or the Executive’s estate or beneficiaries or estate, as the case may be) shall continue to be covered under the Company’s directors’ and officers’ liability insurance, if any, and under his separate Indemnity Agreement with the Company, as if the Executive’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnity Agreement, for such longer term as applicable, to may be provided for in the extent not previously paid Indemnity Agreement).
(if any), within 30 days after g) All other obligations of the Company and rights of the Executive hereunder (except those described in Section 6.8 of this Agreement) shall terminate effective as of the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of those Plans and are provided is not, or ceases prior to not necessarily severed on the expiration Date of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)Termination.
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Death or Disability. If (A) the Executive’s employment 's status as an officer and employee is terminated by reason of the Executive’s 's death or (B) the Company terminates the Executive's status as an officer and employee by reason of Executive's Disability during the Employment Periodthen, subject to Article IV, Section 6 hereof:
(a) The Company will pay the Executive or his legal representatives the sum of (i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual 's Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs Salary earned through the Termination Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid and (if anyii) any compensation previously deferred by the Executive (together with any accrued interest on earnings thereon) to the extent not previously paid in accordance with the terms of the deferred compensation plans under which such compensation was deferred (the sum of the amounts described in clauses (i) and (ii) being hereinafter referred to as the "Accrued Obligations"), within 30 days after the Date of Termination;
(vb) The Company will pay to the Executive or his legal representatives a pro rata bonus in an amount determined by calculating the bonus that the Executive would receive for the Fiscal Year in which the Termination Date occurs based upon the level of achievement of the applicable performance goals through the end of the fiscal quarter in which the Termination Date occurs, annualized as if such level of performance had continued throughout the entire Fiscal Year and then multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Termination Date by 365 (the "Pro Rata Bonus");
(c) All outstanding restricted stock and other equity awards options granted to the Executive under any the Company's stock option and stock incentive plans ("Stock Options") that are exercisable on the Termination Date and all Stock Options that would have become exercisable within one year after the Termination Date, will remain exercisable until the earlier of (i) for death, the first anniversary of the Termination Date; for Disability, the third anniversary of the Termination Date, or (ii) the expiration date specified in the Stock Option;
(d) The Company will pay to the Executive or his legal representatives an amount equal to $1,800,000;
(e) All restricted stock units granted to the Executive will vest as of the Termination Date to the extent not previously vested and will convert to the applicable common stock of the Company’s equity incentive ;
(f) The Executive's performance units under the Company's 1995 and 1999 Long-Term Performance Incentive Plans and any successor plans (or awards substituted therefor covering the securities of a successor company"Long-Term Performance Incentive Plans") that vest based solely on the passage of time and Executive’s continued employment or service will be credited with the Company shall immediately become annual earnings per share or net loss per share (as defined in the plans) for the Fiscal Year in which the Termination Date occurs and all amounts credited to the Executive's performance unit account will be fully vested and will be paid out within 60 days of the end of the Fiscal Year in fullwhich the Termination Date occurs; and
(vig) During The Company will pay or deliver, as appropriate, all other benefits earned by the 18 month period following the Date of Termination, subject Executive or accrued for his benefit pursuant to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, any employee benefit plans maintained by the Company shall continue or its subsidiaries with respect to provide services rendered by the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration Termination Date. The compensation described in paragraphs (b), (c), (e) and (f) above was intended at the time of grant to qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code. In order that such compensation may continue to qualify and notwithstanding any provision of any such paragraph or Article IV, Section 6, the payment of any such compensation hereunder shall be subject to, and reduced if necessary to comply with, the applicable requirements of Section 162(m), including but not limited to (i) satisfaction of all applicable performance goals for the period prior to termination of continuation coverage to bethe Executive's status as an officer and employee or such shorter or longer period provided herein, exempt from (ii) certification of the satisfaction of the applicable performance goals by a committee of the Board, the members of which qualify as outside directors under Section 162(m), and (iii) the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) a discount to reflect the Company is otherwise unable to continue to cover time value of money where the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 payment of the Public Health Service Act or compensation is accelerated as a result of termination of the Patient Protection Executive's status as an officer and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)employee.
Appears in 1 contract
Samples: Executive Employment Agreement (Freeport McMoran Copper & Gold Inc)
Death or Disability. If Subject to Section 4(d) below, if the Executive’s employment is terminated Executive incurs a Separation from Service by reason of the Executive’s death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in cash on the date of the Executive’s termination;
(ii) Any Unpaid Bonus shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in a single lump sum payment within 30 60 days after the Date of Termination;
(iiiii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in cash within 30 days after following the Date of Termination;
(iiiiv) A pro rata portion of the The Pro-Rated Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 60 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted To the extent not previously vested as of the Date of Termination, RSUs will be subject to accelerated vesting pursuant to the Executive under any of terms and conditions set forth in the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in fullRSU Agreement; and
(vi) During the 18 month period following commencing on the Date of Termination, subject to Termination and ending on the earlier of (i) the twelve month anniversary of the Date of Termination and (ii) the expiration of the Executive’s valid election to continue healthcare coverage eligibility for benefits under Section 4980B of the CodeCOBRA, the Company shall continue to provide the Executive and the Executive’s eligible dependants family members shall continue to be provided with COBRA Coverage, group health insurance coverage at least equal to that which would have been provided to them if the Executive’s employment had not been terminated; provided, however, that (xif the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(c)(vi) if any plan pursuant to which such benefits are provided is not, or ceases prior shall be reduced to the expiration of the period of continuation extent comparable coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid actually provided to the Executive in substantially equal monthly installments over and the continuation Executive’s eligible family members, and any such coverage period (or shall be reported by the remaining portion thereof)Executive to the Company.
Appears in 1 contract
Death or Disability. If the at any time Executive’s employment is hereunder shall be terminated by reason as a result of the Executive’s death or Disability during the Employment PeriodDisability, then:
11.1.1 Employer shall pay Executive (or, if applicable, Executive’s estate): (i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to Base Compensation through the Executive, as applicable, within 30 days after the Date date of Termination;
termination; (ii) In addition toon the sixtieth (60th) day after Executive’s termination, and irrespective ofany Annual Bonus earned, but unpaid, as of the amount earned during date of termination for the applicable calendar immediately preceding fiscal year, 100% of the Executive’s annual Base Salary, as paid in effect on the Date of Termination, shall be paid accordance with Section 4.2 (except to the Executive’s estate or beneficiaries or extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement with the Executive, as applicable, within 30 days after the Date of Termination;
Company); (iii) A pro rata portion of the Annual Bonus an amount for the partial fiscal year in which the Date of Termination occursreimbursement, determined within 60 days following submission by multiplying the Executive (or, if applicable, Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committeeestate) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date Company of Termination;
(ivappropriate supporting documentation) Any Annual Bonus required to be paid to the for any unreimbursed business expenses properly incurred by Executive pursuant to Section 2(b)(ii6 and in accordance with Company policy prior to the termination date; and (iv) above for any fiscal year such employee benefits, if any, as to which Executive (or, if applicable, Executive’s estate) or his dependents may be entitled under the employee benefit plans of the Company that ends (the amounts described in clauses (i) through (iv) hereof being referred to as the “Accrued Rights”);
11.1.2 Employer shall pay Executive (or, if applicable, Executive’s estate) on or before the Date of Termination shall be sixtieth (60th) day after Executive’s termination in a single lump sum the sum of: (A) two (2) years’ Base Compensation; and (B) two (2) times the highest Annual Bonus paid to Executive during the preceding four (4) year period.
11.1.3 If Executive or Executive’s estate or beneficiaries or dependents elect to continue applicable health insurance coverage under COBRA following such termination, then the Company shall pay Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the ’s monthly COBRA premium for continued health insurance coverage for Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with eligible dependents until the Company shall immediately become vested in full; and
earlier of: (vii) During the 18 month period eighteen (18) months following the Date termination date; or (ii) the date upon which Executive and his eligible dependents become eligible for comparable coverage under a group health insurance plan maintained by subsequent employer.
11.1.4 All of Termination, Executive’s then outstanding stock based rights which are subject to vesting on the Executive’s valid election to continue healthcare coverage under Section 4980B basis of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties performance (including without limitationlimitation the restricted stock unit grant under Section 5) shall become vested, pursuant exercisable and payable with respect to Section 2716 all of the Public Health Service Act or equity subject thereto (and all options and similar rights shall remain exercisable with respect to such equity for up to an additional two (2) years from the Patient Protection and Affordable Care Acttermination date, but in no event longer than for the original term of the options), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).. AUD:128977_4 7
Appears in 1 contract
Samples: Employment Agreement (Audacy, Inc.)
Death or Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's death or Disability during Disability, the Employment Period:
(i) The Accrued Obligations Company shall be paid have no further obligations to the Executive’s estate or beneficiaries or to 's legal representatives under this Agreement other than payment of the Accrued Obligations. If the Executive, as applicable, within 30 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% 's employment is terminated by reason of the Executive’s annual Base Salary's death or Disability, as in effect on the Date of TerminationCompany shall have the additional obligation, shall be paid subject to the Executive’s estate or beneficiaries or terms of the Incentive Plan and further provided that the Executive has been employed by the Company for the first six (6) months of the then applicable fiscal year, to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata pay a cash amount equal to a portion of the Annual Bonus for Incentive Bonus, the partial fiscal year in which the Date product of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in since the calendar date the Incentive Plan began for the applicable fiscal year during which the Date of Termination occurs through the Date date of Termination the Disability or the date of death of the Executive, and the denominator of which is 365the total number of days of the applicable fiscal year for such Incentive Plan. Unless otherwise directed by the Executive (or, in the case of the Incentive Plan or a Qualified Plan, as may be required by such Incentive Plan or Qualified Plan) all Accrued Obligations shall be paid to the Executive’s estate or , his beneficiaries or to the Executivehis estate, as applicable, in a lump sum in cash within 30 thirty (30) days after of the Date of Termination;
(iv) Any Annual Bonus required to . In the event of the termination of the Executive by reason of death or Disability, he and/or his named beneficiaries, as the case may be, shall be paid entitled to the Executive pursuant benefits available through the Company sponsored plans and programs. With regard to Section 2(b)(ii) above for any fiscal year the termination of the Company that ends Executive's employment by reason of the Executive's death, retirement on or before after the attainment of age of sixty-five (65) or Disability, the Company shall, for a period of twelve (12) months after the Executive's Date of Termination shall be paid Termination, pay the entire COBRA premium under any Company medical and dental program that the Executive (and his spouse and eligible dependents) was participating in prior to the Executive’s estate or beneficiaries or termination of employment. The Company's premium obligations in the preceding sentence shall exclude normal employee contributions paid by the Executive prior to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted . In addition to the Executive under any foregoing, in the event of termination of the Company’s equity incentive plans (Executive's employment by reason of the death or awards substituted therefor covering Disability of the securities of a successor company) that vest based solely Executive, all unvested stock options held by the Executive shall become fully vested, effective on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to and shall thereafter be exercisable in accordance with the Executive’s valid election to continue healthcare coverage under Section 4980B provisions of the Codeapplicable Option Plan (including, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection Sections 5 and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion 6 thereof)) and Option Agreement.
Appears in 1 contract
Samples: Employment Agreement (Goodys Family Clothing Inc /Tn)
Death or Disability. If If, during the Employment Period, the Executive’s employment is terminated by reason of the Executive’s death or Disability during then, in addition to the Employment PeriodAccrued Obligations:
(i) The Accrued Obligations shall be paid An amount equal to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iiiii) A An amount equal to a pro rata portion of the Annual Bonus for the partial fiscal calendar year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus for such year under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iviii) Any Annual Bonus required to be paid to earned by the Executive pursuant to Section 2(b)(ii) above for any fiscal calendar year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(viv) All Any then-outstanding restricted stock, restricted stock and unit or other equity equity-based awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) which are outstanding and unvested as of the Date of Termination that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested vest in full; and
(viv) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants dependents with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).
Appears in 1 contract
Samples: Employment Agreement (Sunstone Hotel Investors, Inc.)
Death or Disability. If the (a) The Company may terminate Executive’s employment is terminated by reason of the Executive’s hereunder due to death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or beneficiaries or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the Executive, as applicable, within 30 days after the Date date of Termination;
termination; (ii) In addition tothe actual Annual Bonus, and irrespective ofif any, the amount earned during the applicable calendar year, 100% that Executive would have received in respect of the fiscal year of the Company in which Executive’s annual Base Salary, as in effect on the Date termination of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination employment occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) prorated by a fraction, the numerator of which is the number of days elapsed in such fiscal year prior to the calendar year during which the Date date of Termination occurs through the Date of Termination termination and the denominator of which is 365365 days, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year; (iii) any previously vested Equity Awards and benefits, such as retirement benefits, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”); (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the calendar year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to the Executive or Executive’s estate personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination; and (v) any benefits payable to Executive or beneficiaries or to the Executive’s beneficiaries, as applicable, within 30 days after in accordance with the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year terms of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of applicable benefit plan. At the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and expense, Executive and/or Executive’s continued employment or service with the Company dependents shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable be entitled to continue to cover participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve months from the date of such termination. Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy and/or Executive’s dependents shall thereafter be paid entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the Executive death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in substantially equal monthly installments over the continuation coverage period (or definition of Accrued Employment Entitlements) shall be governed by the remaining portion thereof)terms of such plans.
Appears in 1 contract
Death or Disability. If In the Executiveevent Employee’s employment is terminated terminates by reason of his death, or either party terminates Employee’s employment due to Disability pursuant to Section 4(b), the ExecutiveCompany shall pay to Employee the Accrued Payments. In addition, and contingent upon Employee (or Employee’s death estate) satisfying the Severance Conditions, the Company shall also provide the Employee (or Disability during Employee’s estate) the Employment Periodfollowing payments and other benefits:
(i) The Accrued Obligations shall be paid Payment of an amount equal to twenty-four (24) months of Employee’s Base Salary as of the Executive’s estate or beneficiaries or to Termination Date, payable in a lump sum on the Executive, as applicable, within 30 days after 30th day following the Date of Termination;Termination Date; plus
(ii) In addition toPayment of an amount equal to 2.0 times the Target STI Payment, and irrespective ofcalculated based on Employee’s Base Salary in effect on the Termination Date, payable in a lump sum on the amount earned during 30th day following the Termination Date; plus
(iii) Payment of a Pro-Rata Bonus for the calendar year of termination, payable as soon as administratively feasible following preparation of the Company’s audited financial statements for the applicable calendar year, 100% but in no event later than March 31 (or earlier that January 1) of the Executivecalendar year following the calendar year to which such STI Payment relates; plus
(iv) Payment or reimbursement on a monthly basis of the premiums required to continue Employee’s annual Base Salarygroup health care coverage for a period of eighteen (18) months following Employee’s Termination Date, as in effect on under the Date applicable provisions of TerminationCOBRA, shall be paid to the Executive’s estate provided that Employee or beneficiaries or to the Executivehis dependents, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion elect to continue and remain eligible for these benefits under COBRA. If necessary to avoid inclusion in taxable income by Employee of the Annual Bonus value of in-kind benefits, such health care continuation premiums shall be provided in the form of taxable payments to Employee, which payments shall be made without regard to whether Employee elects to continue and remain eligible for such benefits under COBRA, and in which event Company shall pay to Employee, with each monthly reimbursement, an additional amount of cash equal to A/(1-R)-A, where A is the amount of the reimbursement for the partial fiscal year in which month, and R is the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion sum of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination maximum federal individual income tax rate then applicable to ordinary income and the denominator of which is 365, shall be paid maximum individual Colorado income tax rate then applicable to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)ordinary income.
Appears in 1 contract
Death or Disability. The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. If the Executive’s employment is terminated by reason during the Term on account of the Executive’s death or Disability during Disability, the Employment PeriodExecutive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) The the Accrued Obligations Amounts, payable:
(1) with respect to accrued but unpaid Base Salary and accrued but unused vacation, on the pay date immediately following the Termination Date in accordance with the Company’s customary payroll procedures, unless a different date shall be required by relevant law;
(2) with respect to earned but unpaid Annual Bonus amounts with respect to any completed fiscal year immediately preceding the Termination Date, on the date which the same shall be paid on the otherwise applicable payment date;
(3) with respect to the Executive’s estate or beneficiaries or to reimbursement for unreimbursed business expenses properly incurred by the Executive, in accordance with the Company’s expense reimbursement policy;
(4) with respect to such employee benefits, if any, to which the Executive may be entitled under the Company’s employee benefit plans as applicableof the Termination Date, within 30 days after in accordance with the Date of Termination;Company’s employee benefit plans; and
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid a lump sum payment equal to the Executive’s estate or beneficiaries or to Pro-Rata Bonus, if any, that the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus Executive would have earned for the partial fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, determined by multiplying all payments made in connection with the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, Disability shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company provided in a manner that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock is consistent with federal and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)state law.
Appears in 1 contract
Death or Disability. If (A) the Executive’s employment 's status as an officer and employee is terminated by reason of the Executive’s 's death or (B) the Company terminates the Executive's status as an officer and employee by reason of Executive's Disability during the Employment Periodthen, subject to Article IV, Section 6 hereof:
(a) The Company will pay the Executive or his legal representatives the sum of (i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual 's Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs Salary earned through the Termination Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid and (if anyii) any compensation previously deferred by the Executive (together with any accrued interest on earnings thereon) to the extent not previously paid in accordance with the terms of the deferred compensation plans under which such compensation was deferred (the sum of the amounts described in clauses (i) and (ii) being hereinafter referred to as the "Accrued Obligations"), within 30 days after the Date of Termination;
(vb) The Company will pay to the Executive or his legal representatives a pro rata bonus in an amount determined by calculating the bonus that the Executive would receive for the Fiscal Year in which the Termination Date occurs based upon the level of achievement of the applicable performance goals through the end of the fiscal quarter in which the Termination Date occurs, annualized as if such level of performance had continued throughout the entire Fiscal Year and then multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Termination Date by 365 (the "Pro Rata Bonus");
(c) All outstanding restricted stock and other equity awards options granted to the Executive under any the Company's stock option and stock incentive plans ("Stock Options") that are exercisable on the Termination Date and all Stock Options that would have become exercisable within one year after the Termination Date, will remain exercisable until the earlier of (i) for death, the first anniversary of the Termination Date; for Disability, the third anniversary of the Termination Date, or (ii) the expiration date specified in the Stock Option;
(d) The Company will pay to the Executive or his legal representatives an amount equal to $900,000;
(e) All restricted stock units granted to the Executive will vest as of the Termination Date to the extent not previously vested and will convert to the applicable common stock of the Company’s equity incentive ;
(f) The Executive's performance units under the Company's 1995 and 1999 Long-Term Performance Incentive Plans and any successor plans (or awards substituted therefor covering the securities of a successor company"Long-Term Performance Incentive Plans") that vest based solely on the passage of time and Executive’s continued employment or service will be credited with the Company shall immediately become annual earnings per share or net loss per share (as defined in the plans) for the Fiscal Year in which the Termination Date occurs and all amounts credited to the Executive's performance unit account will be fully vested and will be paid out within 60 days of the end of the Fiscal Year in fullwhich the Termination Date occurs; and
(vig) During The Company will pay or deliver, as appropriate, all other benefits earned by the 18 month period following the Date of Termination, subject Executive or accrued for his benefit pursuant to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, any employee benefit plans maintained by the Company shall continue or its subsidiaries with respect to provide services rendered by the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration Termination Date. The compensation described in paragraphs (b), (c), (e) and (f) above was intended at the time of grant to qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code. In order that such compensation may continue to qualify and notwithstanding any provision of any such paragraph or Article IV, Section 6, the payment of any such compensation hereunder shall be subject to, and reduced if necessary to comply with, the applicable requirements of Section 162(m), including but not limited to (i) satisfaction of all applicable performance goals for the period prior to termination of continuation coverage to bethe Executive's status as an officer and employee or such shorter or longer period provided herein, exempt from (ii) certification of the satisfaction of the applicable performance goals by a committee of the Board, the members of which qualify as outside directors under Section 162(m), and (iii) the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) a discount to reflect the Company is otherwise unable to continue to cover time value of money where the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 payment of the Public Health Service Act or compensation is accelerated as a result of termination of the Patient Protection Executive's status as an officer and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)employee.
Appears in 1 contract
Samples: Executive Employment Agreement (Freeport McMoran Copper & Gold Inc)
Death or Disability. If In the event that during the Employment Term Executive’s employment is terminated by reason of the due to death or Disability, Executive or Executive’s death or Disability during beneficiary (as designated in by Executive in writing with the Employment PeriodCompany prior to Executive’s death) or, in the absence of a beneficiary designation by Executive, subject to Section 5(f), Executive’s estate shall be entitled to the following payments and benefits:
(i) The any accrued and unpaid base salary and Annual Bonus award, any accrued and unused paid time off and any unreimbursed business expenses (the “Accrued Obligations Obligations”), which shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 thirty (30) days after following the Date of Termination, and any benefits payable in accordance with, and at the times contemplated by, the terms of any other benefit plan of the Company or its Affiliates (the “Other Benefits”);
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the a Target Annual Bonus for the partial fiscal year in which the Date of Termination occurstermination, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is prorated based on the number of days elapsed in the calendar year during which as of the Date of Termination occurs through (the “Prorated Annual Bonus”), which shall be paid within sixty (60) days following the Date of Termination; and
(A) accelerated vesting in full of any unvested time-vesting long-term incentive awards, (B) any performance-vesting long-term incentive awards for which the performance period is complete shall vest in full and any such awards for which the performance period is not complete shall be earned as provided in the applicable award agreement and vest in full and (C) any vested stock options shall remain exercisable for the full remaining term (collectively, the “LTI Benefit”). In addition, in the event of Executive’s death, Executive’s beneficiary (or Executive’s estate) shall be paid ninety (90) days of Base Salary in a lump sum within sixty (60) days following the Date of Termination. In the event of Executive’s Disability, Executive shall receive a cash payment equal to eighteen (18) months of COBRA premiums for the coverage Executive had in place on the Date of Termination and (the denominator of “COBRA Amount”), which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in a lump sum within 30 sixty (60) days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that group and supplemental life insurance applicable to Executive shall be maintained until Executive attains age sixty-five (x65) if any plan pursuant to which such benefits are provided is not, (whether on an insured or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereofself-insured basis).
Appears in 1 contract
Samples: Employment Agreement (First Defiance Financial Corp)
Death or Disability. If the Executive’s 's employment is terminated by reason of the Executive’s death 's Death or Disability during the Employment PeriodDisability, this Agreement shall terminate without further obligations to Executive or his legal representatives under this Agreement, other than for:
(ia) The Accrued Obligations In the case of death, the Company shall be paid pay within thirty (30) days of Executive's death to Executive's beneficiaries or estate, as appropriate, a lump sum payment equal to the Executive’s estate or beneficiaries or total minimum base salary and minimum annual bonus(es) that the Company would be obligated to the Executive, as applicable, within 30 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the pay Executive pursuant to Section 2(b)(ii) above for any fiscal year of Sections III-A and III-B had executive continued to be employed by the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executivethrough December 31, as applicable2005, plus any accrued vacation pay to the extent not previously paid (if any)theretofore paid. The Company may, within 30 days after but is not obligated to, purchase life insurance on Executive's life for the Date purposes of Termination;
(v) All outstanding restricted stock satisfying all or any portion of such obligation, and other equity awards granted Executive shall cooperate with Company in its attempts to the Executive purchase any such life insurance. Nothing in this Section shall affect any entitlement of Executive's heirs under any group life insurance plan in which Executive is a participant or any individual life insurance policy owned by Executive. All stock options vested as of the date of Executive's death shall, subject to earlier termination pursuant to Section 4.2 of the Company’s equity incentive plans 's 1994 Stock Incentive Plan (or awards substituted therefor covering the securities "Plan") provided any such termination under such Section 4.2 is made applicable generally to all other peer executives of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; andand the Company does not single out Executive, be exercisable by Executive's estate of beneficiaries until the 10th anniversary of their respective grant dates.
(vib) During In the 18 month period following the Date case of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the CodeDisability, the Company shall continue pay within thirty (30) days of termination due to provide the Disability to Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior a lump sum payment equal to the expiration sum of (i) Executive's annual base salary and prorated minimum bonus through the date of termination to the extent not theretofore paid and (ii) any accrued vacation pay to the extent not theretofore paid. All stock options vested as of the period date of continuation coverage Executive's termination due to beDisability shall, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable subject to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, earlier termination pursuant to Section 2716 4.2 of the Public Health Service Plan provided any such termination under such Section 4.2 is made applicable generally to all other peer executives of the Company and the Company does not single out Executive, be exercisable until the 10th anniversary of their respective grant dates. A termination due to Disability shall not affect Executive's rights under any disability plan in which he is a participant or Executive's rights under the Consolidated Omnibus Budget Reconciliation Act or ("COBRA") to continue participation in medical, dental, hospitalization and life insurance coverage. In the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the event Executive in substantially equal monthly installments over the elects COBRA continuation coverage period (under some or all of such plans, the remaining portion thereof)Company shall reimburse Executive for COBRA premiums paid by Executive through December 31, 2005.
Appears in 1 contract
Samples: Employment Agreement (Gemstar Tv Guide International Inc)
Death or Disability. If the ExecutiveEmployee’s employment is terminated by reason of the ExecutiveEmployee’s death or Disability during Disability, the Employment Period:
Company shall pay to Employee or Employee’s legal representatives (i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 60 days after the Date of Termination;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the ExecutiveEmployee’s annual Base Salary, as in effect on the Date of Termination, shall be paid a lump sum in cash equal to the Executivesum of Employee’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs Base Salary through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid and any compensation previously deferred by Employee (if anytogether with any accrued interest or earnings thereon) (the “Accrued Obligations”), within 30 days after ; (ii) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination;
Termination to the extent not previously paid, which amount shall be paid at such time as the Company pays other executives of the Company annual bonuses for the prior calendar year (but in no event later than the fifteenth business day after the Company publicly announces its earnings for such calendar year in a press release); (iii) without duplication of any amount payable pursuant to clause (ii) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifteenth business day after the Company publicly announces its earnings for such calendar year in a press release); (iv) any amounts arising from Employee’s participation in, or benefits under, any Investment Plan (the “Accrued Investments”), which amounts shall be paid in accordance with the terms and conditions of such Investment Plan; and (v) All outstanding restricted stock and other equity awards granted any amounts to the Executive under which Employee or Employee’s spouse, beneficiaries or estate are entitled from Employee’s participation in, or benefits under, any of the Company’s equity incentive plans Welfare Plan (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service “Accrued Welfare Benefits”), which amounts shall be paid in accordance with the Company shall immediately become vested terms and conditions of such Welfare Plan. Except as described in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under this Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(55(a), in the event of Employee’s termination by reason of Employee’s death or (y) the Company is otherwise unable Disability, Employee and Employee’s legal representatives, as applicable, shall forfeit all rights to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)any other compensation.
Appears in 1 contract
Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability during on account of Disability, the Employment PeriodCompany shall:
(i) The Accrued Obligations shall be paid pay to the Executive or the Executive’s estate or beneficiaries or to the Executiveestate, as applicable, a lump sum cash payment within 30 ten (10) days after such termination equal to, to the Date of Terminationextent not previously paid: (A) any earned and accrued but unpaid Base Salary, (B) any earned and accrued but unpaid Annual Bonus for any Fiscal Year ending prior to such termination, (C) any accrued vacation pay and (D) any unpaid reimbursable business expenses due to the Executive in accordance with Section 3(h) (the amounts described in the preceding clauses (A) - (D), the “Accrued Amounts”);
(ii) In addition to, and irrespective of, pay to the amount earned during the applicable calendar year, 100% of Executive or the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executiveestate, as applicable, within 30 days after an amount equal to the Date of Termination;
sum of: (iiix) A pro rata portion the Executive’s Base Salary through the end of the month in which such termination occurred, (y) the Executive’s Base Salary for 12 months and (z) a pro-rated Target Annual Bonus for the partial fiscal year in which the Date Fiscal Year of Termination occurs, termination determined by multiplying the Executive’s such Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which Fiscal Year that the Date of Termination occurs through Executive was employed by the Date of Termination Company and the denominator of which is 365, shall be paid with such aggregate sum of clauses (x), (y) and (z) above payable (A) in the case of a termination due to the Executive’s estate Disability, in 12 substantially equal monthly installments over the 12 month period following the termination date, with the first payment commencing within 75 days after the date of the Executive’s termination of employment (which first payment shall include payments in arrears for the period commencing on the termination date) and continuing thereafter on the first day of each subsequent calendar month, or beneficiaries or (B) in the case of a termination due to the Executive’s death, as applicable, in a single lump sum cash payment within 30 ten (10) days after such termination;
(iii) provide those death or disability benefits to which the Date Executive is entitled at the date of Termination;the Executive’s death or Disability under any benefit plans, policies or arrangements of the Company; and
(iv) Any Annual Bonus required to be paid to in the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities case of a successor company) that vest based solely termination on the passage account of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of TerminationDisability, subject provide to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coveragespouse and dependents, providedas applicable, howeverat the Company’s expense, that continued participation in the Company’s group health plan (xor comparable medical coverage) if any plan pursuant to which such benefits are provided is not, or ceases prior to until the expiration earlier of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover date the Executive attains age 65 or the date the Executive becomes eligible for coverage under its the group health plans without incurring penalties (including without limitation, pursuant to Section 2716 plan of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)another employer.
Appears in 1 contract
Death or Disability. If the Executive’s employment this Agreement is terminated by reason as a result of the Executive’s death or Disability during the Employment PeriodDisability:
(ia) The Accrued Obligations Company shall be paid pay to the Executive’s estate or beneficiaries Executive (or to his estate, in the Executive, as applicable, within 30 days after event the Date of Termination;Executive is deceased) the following amounts:
(ii1) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% any unpaid portion of the Executive’s annual Base Salary, Salary (as in effect on the Date of Termination) owed as of the Date of Termination, shall be paid to any unpaid portion of the Executive’s estate or beneficiaries or Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Paid Leave as applicableof the Date of Termination, in a lump sum cash payment within 30 thirty (30) days after the Date of Termination;; and
(iii2) A pro rata portion an amount equal to two (2) times the sum of the Annual Bonus for the partial fiscal year Executive’s Base Salary (as in which effect on the Date of Termination occurs, determined by multiplying Termination) plus the Executive’s Target Annual Bonus under Incentive Compensation for the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar fiscal year during which the Date of Termination occurs through occurs. If the termination is due to death, this amount will be paid in substantially equal bi-weekly installments over a two (2) year period following the Executive’s Date of Termination. If the termination is due to Disability, this amount will be paid in substantially equal bi-weekly installments beginning as of the first payroll date immediately following the six (6) month anniversary of the Date of Termination and continuing until the denominator first payroll date immediately following the two (2) year anniversary of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination. The Company may, to the extent feasible, purchase insurance to cover all or any part of the obligation contemplated in this paragraph, and the Executive agrees to submit to a physical examination and otherwise cooperate with the Company to facilitate the procurement of such insurance.
(ivb) Any Annual Bonus required The Company shall, promptly upon submission by the Executive (or his estate) of supporting documentation, pay or reimburse to the Executive any costs and expenses (including moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive’s employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive’s spouse and dependents, at least equal to that which would have been provided to him under Section 4.7 if the Executive’s employment had not terminated, if such coverage continues to be available to the Company, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive’s Date of Termination.
(d) Whenever compensation is payable to the Executive under this Agreement during a period in which he is partially or totally disabled, and such disability would (except for the provisions of this Agreement) entitle the Executive to disability income or salary continuation payments from the Company according to the terms of any plan or program presently maintained or hereafter established by the Company, the disability income or salary continuation paid to the Executive pursuant to any such plan or program shall be considered a portion of (and not in addition to) the payment to be made to the Executive pursuant to this Section 2(b)(ii) above 6.2. If disability income is payable directly to the Executive by an insurance company under the terms of an insurance policy paid for any fiscal year by the Company, the amounts paid to the Executive by such insurance company shall be considered a portion of the Company that ends on payment (and not in addition to the payment) to be made to the Executive pursuant to this Section 6.2.
(e) The Executive (or before the Executive’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company’s stock plans, as if the Executive were still employed by the Company, for a period of two (2) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights or interests). Notwithstanding any contrary provision of the LTIP, the Executive’s Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be paid to prorated in the manner described in Section 8(a) of the LTIP.
(f) The Executive (or the Executive’s estate or beneficiaries or estate, as the case may be) shall continue to be covered under the Company’s directors’ and officers’ liability insurance, if any, and under his separate Indemnity Agreement with the Company, as if the Executive’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnity Agreement, for such longer term as applicable, to may be provided for in the extent not previously paid Indemnity Agreement).
(if any), within 30 days after g) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of those Plans and are provided is not, or ceases prior to not necessarily severed on the expiration Date of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)Termination.
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 in a lump-sum cash payment when due under California law (not to exceed 60 days after the Date of Termination);
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s then current annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in a lump-sum cash payment within 30 60 days after following the Date of Termination;
(iii) A pro rata portion of the The Pro-Rated Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days at the time when annual bonuses are paid to the Company’s other senior executives for the fiscal year of the Company in which the Date of Termination occurs;
(iv) If any of Executive’s qualified beneficiaries makes a timely election to continue to participate in the Company’s group health plans (medical, dental, and vision) pursuant to COBRA, the Company shall pay the premium for such coverage (which premium payment shall be taxable to Executive if the Company’s group health plans are self-insured) starting on the Date of Termination and ending on the earliest of (A) the date that is one (1) year after the Date of Termination;
, or (ivB) Any Annual Bonus required the date on which Executive’s qualified beneficiary no longer is eligible to be paid continue to the Executive pursuant to Section 2(b)(ii) above for any fiscal year participate under COBRA. For purposes of the Company that ends foregoing, the usual limitations of COBRA shall apply and the Company’s payment of the COBRA premium(s) shall not extend the continuation period, which begins on or before the Date of Termination Termination; and
(v) The Other Benefits shall be paid or provided to the Executive’s estate or beneficiaries or to the Executive, as applicable, on a timely basis. Notwithstanding anything to the extent not previously paid (if anycontrary in this Section 4(c), within 30 days after in the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and event Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date is terminated by reason of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the CodeDisability, the Company amount described in Section 4(c)(ii) shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to Executive no later than March 15th of the calendar year immediately following the calendar year in which the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)suffers such Disability.
Appears in 1 contract
Death or Disability. If In the Executive’s employment is terminated by reason event of a termination on account of the Executive’s death or Disability during Disability, the Employment PeriodExecutive or the Executive’s estate, as the case may be, is entitled to the following:
(i) The Accrued Obligations shall be paid to any accrued but unpaid Base Salary through the date of termination, payable on the pay date immediately following the date of the Executive’s estate or beneficiaries or to termination in accordance with the Executive, as applicable, within 30 days after the Date of TerminationCompany’s regular payroll practices;
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to reimbursement for unreimbursed business expenses properly incurred by the Executive, as applicable, within 30 days after payable in accordance with the Date of TerminationCompany’s expense reimbursement policy;
(iii) A pro rata portion all other payments, benefits or fringe benefits to which the Executive is entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant, provided that in no event will the Executive be entitled to any severance or termination payments except as specifically provided in this Agreement (collectively, the payments in Section 8(a)(i) through 8(a)(iii) hereof are referred to herein as the “Accrued Benefits”);
(iv) any earned but unpaid Annual Bonus with respect to the calendar year ending on or preceding the date of termination, payable on the otherwise applicable payment date (the “Prior Year Bonus”);
(v) an amount equal to the Base Salary for the partial fiscal year that includes the date of termination, payable in which substantially equal installments in accordance with the Date Company’s regular payroll practices during the 12 month period following the date of Termination occurs, determined by multiplying the Executive’s Target termination;
(vi) a payment equal to the product of (A) the Annual Bonus under Bonus, if any, that the Executive otherwise would have earned for the calendar year that includes the date of termination had no such termination occurred, based on actual achievement of the applicable Company bonus program performance goals for such year determined in accordance with Section 4 hereof, and (or such higher amount in the sole discretion of the Compensation CommitteeB) by a fraction, the numerator of which is the number of days elapsed in the calendar Executive was employed by the Company during the year during which the Date of Termination occurs through the Date of Termination termination and the denominator of which is 365the number of days in such year, shall be paid to payable on the Executive’s estate or beneficiaries or to date the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to for the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in fulltermination would otherwise have been paid; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (xvii) if any plan pursuant to which such benefits are provided is not, or ceases termination occurs prior to the expiration grant of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case2021 Awards, an amount equal to 150% the 2021 Award Value, payable in a lump sum no later than 60 days following the date of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)termination.
Appears in 1 contract
Death or Disability. If the (a) The Company may terminate Executive’s employment is terminated by reason of the Executive’s hereunder due to death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or beneficiaries or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the Executive, as applicable, within 30 days after the Date date of Termination;
termination; (ii) In addition tothe actual bonus, and irrespective ofif any, the amount earned during the applicable calendar year, 100% he would have received in respect of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination his termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) prorated by a fraction, the numerator of which is the number of days elapsed in such fiscal year prior to the calendar year during which the Date date of Termination occurs through the Date of Termination Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year; (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”); (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to the Executive or Executive’s estate personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination; and (v) any benefits payable to Executive or beneficiaries or to the Executive’s beneficiaries, as applicable, within 30 days after in accordance with the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year terms of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of applicable benefit plan. At the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and expense, Executive and/or Executive’s continued employment or service with the Company dependents shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable be entitled to continue to cover participate in the Company’s welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy and/or Executive’s dependents shall thereafter be paid entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the Executive death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in substantially equal monthly installments over the continuation coverage period (or definition of Accrued Employment Entitlements) shall be governed by the remaining portion thereof)terms of such plans.
Appears in 1 contract
Death or Disability. If the Executive’s 's employment is terminated by reason of the Executive’s 's death or Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive or his legal representatives, as applicable, under this Agreement, other than for the payment of the amounts and provision of the benefits set forth below:
(i) The Accrued Obligations shall be paid an amount equal to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after 's unpaid Annual Base Salary for services through the Date of Termination;
(ii) In addition to, the Option shall vest in full and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus remain exercisable for the partial fiscal year in which the Date shorter of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through three years from the Date of Termination and the denominator remaining portion of which is 365, shall be paid the seven-year term;
(iii) except as otherwise provided in clause (ii) of this Section 4(b) with respect to the Executive’s estate or beneficiaries or to the ExecutiveOption, all other equity awards outstanding as applicable, within 30 days after of the Date of Termination, if any, shall vest in full, and any outstanding stock options shall remain exercisable for the period applicable to retirees under the applicable option plan;
(iv) Any Annual Bonus required to be paid to until the Executive pursuant to Section 2(b)(ii) above for any fiscal year third anniversary of the Company that ends on or before the Date of Termination shall be paid to Termination, continued coverage of the Executive’s estate or beneficiaries or to the ExecutiveExecutive and his eligible dependents, as applicable, under the Company's medical insurance plan, as in effect from time to time with respect to executives of the extent not previously paid (if any), within 30 days after the Date of TerminationCompany;
(v) All outstanding restricted stock the accrued benefits under the Supplemental Savings Plan and other equity awards granted the Supplemental Defined Benefit Plan in accordance with the terms of the applicable plan and the Executive's elections under such plans (if any);
(vi) the benefits under the CAP Agreement in accordance with Section 2(b)(viii) above;
(vii) any amounts earned or owing to the Executive under but not yet paid, including any of incentive payment earned for performance periods that have ended prior to the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in fullDate Termination; and
(viviii) During other payments, entitlements or benefits, if any, shall be paid or provided in accordance with terms of the 18 month period following applicable plans, programs, arrangements or other agreements of the Company or any affiliate thereof as to which the Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise on the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).
Appears in 1 contract
Samples: Employment Agreement (Phillips Van Heusen Corp /De/)
Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 in a lump-sum cash payment when due under California law (not to exceed sixty (60) days after the Date of Termination);
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s then current annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in a lump-sum cash payment within 30 60 days after following the Date of Termination;
(iii) A pro rata portion of the The Pro-Rated Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days at the time when annual bonuses are paid to the Company’s other senior executives for the fiscal year of the Company in which the Date of Termination occurs;
(iv) If any of Executive’s qualified beneficiaries makes a timely election to continue to participate in the Company’s group health plans (medical, dental, and vision) pursuant to COBRA, the Company shall pay the premium for such coverage (which premium payment shall be taxable to Executive if the Company’s group health plans are self-insured) starting on the Date of Termination and ending on the earliest of (A) the date that is one (1) year after the Date of Termination;
, or (ivB) Any Annual Bonus required the date on which Executive’s qualified beneficiary no longer is eligible to be paid continue to the Executive pursuant to Section 2(b)(ii) above for any fiscal year participate under COBRA. For purposes of the Company that ends foregoing, the usual limitations of COBRA shall apply and the Company’s payment of the COBRA premium(s) shall not extend the continuation period, which begins on or before the Date of Termination Termination.
(v) The Other Benefits shall be paid or provided to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of on a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in fulltimely basis; and
(vi) During Any unvested Incentive Units (as defined in the 18 month period following the Date of TerminationXxxxxx Properties Group 2004 Equity Incentive Plan, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5as amended), or (y) restricted stock in the Company is otherwise unable granted to continue Executive shall become immediately vested in full. Notwithstanding anything to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to contrary in this Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act4(c), thenin the event Executive’s employment is terminated by reason of Disability, the amount described in either case, an amount equal to 150% of each remaining Company subsidy Section 4(c)(ii) shall thereafter be paid to Executive no later than March 15th of the calendar year immediately following the calendar year in which the Executive in substantially equal monthly installments over suffers such Disability. The timing of the continuation coverage period (or the remaining portion thereof)payments hereunder is subject to Section 10(e) hereof.
Appears in 1 contract
Death or Disability. If the (a) The Company may terminate Executive’s 's employment is terminated by reason of the Executive’s hereunder due to death or Disability during (as defined below). If Executive's employment hereunder is terminated as a result of death or Disability, Executive (or Executive's estate or personal representative in the Employment Period:
event of death) shall be entitled to receive (i) The Accrued Obligations shall be paid all Base Salary due to Executive through the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date date of Termination;
termination; (ii) In addition tothe actual bonus, and irrespective ofif any, the amount earned during the applicable calendar year, 100% he would have received in respect of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination his termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) prorated by a fraction, the numerator of which is the number of days elapsed in such fiscal year prior to the calendar year during which the Date date of Termination occurs through the Date of Termination Executive's termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Omnibus Plan and subject to satisfaction of the performance targets for such fiscal year; (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements “); (iv) a lump sum payment equal to twelve (12) months of Executive's full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive's personal representative from the date on which Executive was first unable substantially to perform Executive’s estate 's duties through the date of such termination; and (v) any benefits payable to Executive or beneficiaries or to the Executive's beneficiaries, as applicable, within 30 days after in accordance with the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year terms of the Company that ends on or before applicable benefit plan. At the Date of Termination Company's expense, Executive and/or Executive's dependents shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable entitled to continue to cover participate in the Company's welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy and/or Executive's dependents shall thereafter be paid entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the Executive death or Disability of Executive, Executive's participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in substantially equal monthly installments over the continuation coverage period (or definition of Accrued Employment Entitlements) shall be governed by the remaining portion thereof)terms of such plans.
Appears in 1 contract
Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 in a lump-sum cash payment when due under California law (not to exceed sixty (60) days after the Date of Termination);
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% of the Executive’s then current annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in a lump-sum cash payment within 30 60 days after following the Date of Termination;
(iii) A pro rata portion of the The Pro-Rated Annual Bonus for the partial fiscal year in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days at the time when annual bonuses are paid to the Company’s other senior executives for the fiscal year of the Company in which the Date of Termination occurs;
(iv) If any of Executive’s qualified beneficiaries makes a timely election to continue to participate in the Company’s group health plans (medical, dental, and vision) pursuant to COBRA, the Company shall pay the premium for such coverage (which premium payment shall be taxable to Executive if the Company’s group health plans are self-insured) starting on the Date of Termination and ending on the earliest of (A) the date that is one (1) year after the Date of Termination;
, or (ivB) Any Annual Bonus required the date on which Executive’s qualified beneficiary no longer is eligible to be paid continue to the Executive pursuant to Section 2(b)(ii) above for any fiscal year participate under COBRA. For purposes of the Company that ends foregoing, the usual limitations of COBRA shall apply and the Company’s payment of the COBRA premium(s) shall not extend the continuation period, which begins on or before the Date of Termination Termination.
(v) The Other Benefits shall be paid or provided to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of on a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; andtimely basis.
(vi) During Any unvested Incentive Units (as defined in the 18 month period following the Date of TerminationXxxxxx Properties Group 2004 Equity Incentive Plan, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5as amended), or (y) restricted stock in the Company is otherwise unable granted to continue Executive shall become immediately vested in full. Notwithstanding anything to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to contrary in this Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act4(c), thenin the event Executive’s employment is terminated by reason of Disability, the amount described in either case, an amount equal to 150% of each remaining Company subsidy Section 4(c)(ii) shall thereafter be paid to Executive no later than March 15th of the calendar year immediately following the calendar year in which the Executive in substantially equal monthly installments over suffers such Disability. The timing of the continuation coverage period (or the remaining portion thereof)payments hereunder is subject to Section 10(e) hereof.
Appears in 1 contract
Death or Disability. If the (a) The Company may terminate Executive’s employment is terminated by reason of the Executive’s hereunder due to death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the as defined below). If Executive’s employment hereunder is terminated as a result of death or Disability, Executive (or Executive’s estate or beneficiaries or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the Executivedate of termination, as applicable, within 30 days after the Date of Termination;
(ii) In addition tothe actual bonus, and irrespective ofif any, the amount earned during the applicable calendar year, 100% he would have received in respect of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion of the Annual Bonus for the partial fiscal year in which the Date of Termination his termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) prorated by a fraction, the numerator of which is the number of days elapsed in such fiscal year prior to the calendar year during which the Date date of Termination occurs through the Date of Termination Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Omnibus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to twelve (12) months of Executive’s full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to the Executive or Executive’s estate personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or beneficiaries or to the Executive’s beneficiaries, as applicable, within 30 days after in accordance with the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year terms of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of applicable benefit plan. At the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and expense, Executive and/or Executive’s continued employment or service with the Company dependents shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable be entitled to continue to cover participate in the Executive under its Company’s group health plans without incurring penalties insurance programs on the same terms as similarly situated actively-employed executives for a period of twelve (including without limitation, pursuant to Section 2716 12) months from the date of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy such termination. Executive and/or Executive’s dependents shall thereafter be paid entitled to any continuation of such benefits provided under such insurance programs or by applicable law. Following the Executive death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in substantially equal monthly installments over the continuation coverage period (or definition of Accrued Employment Entitlements) shall be governed by the remaining portion thereof)terms of such plans.
Appears in 1 contract
Death or Disability. If In the Executiveevent Employee’s employment is terminated terminates by reason of his death, or either party terminates Employee’s employment due to Disability pursuant to Section 4(b), the ExecutiveCompany shall pay to Employee the Accrued Payments. In addition, and contingent upon Employee (or Employee’s death estate) satisfying the Severance Conditions, the Company shall also provide the Employee (or Disability during Employee’s estate) the Employment Periodfollowing payments and other benefits:
(i) The Accrued Obligations shall be paid Payment of an amount equal to twenty-one (21) months of Employee’s Base Salary as of the Executive’s estate or beneficiaries or to Termination Date, payable in a lump sum on the Executive, as applicable, within 30 days after 30th day following the Date of Termination;Termination Date; plus
(ii) In addition toPayment of an amount equal to 1.75 times the Target STI Payment, and irrespective ofcalculated based on Employee’s Base Salary in effect on the Termination Date, payable in a lump sum on the amount earned during 30th day following the Termination Date; plus
(iii) Payment of a Pro-Rata Bonus for the calendar year of termination, payable as soon as administratively feasible following preparation of the Company’s audited financial statements for the applicable calendar year, 100% but in no event later than March 31 (or earlier that January 1) of the Executivecalendar year following the calendar year to which such STI Payment relates; plus
(iv) Payment or reimbursement on a monthly basis of the premiums required to continue Employee’s annual Base Salarygroup health care coverage for a period of eighteen (18) months following Employee’s Termination Date, as in effect on under the Date applicable provisions of TerminationCOBRA, shall be paid to the Executive’s estate provided that Employee or beneficiaries or to the Executivehis dependents, as applicable, within 30 days after the Date of Termination;
(iii) A pro rata portion elect to continue and remain eligible for these benefits under COBRA. If necessary to avoid inclusion in taxable income by Employee of the Annual Bonus value of in-kind benefits, such health care continuation premiums shall be provided in the form of taxable payments to Employee, which payments shall be made without regard to whether Employee elects to continue and remain eligible for such benefits under COBRA, and in which event Company shall pay to Employee, with each monthly reimbursement, an additional amount of cash equal to A/(1-R)-A, where A is the amount of the reimbursement for the partial fiscal year in which month, and R is the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion sum of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination maximum federal individual income tax rate then applicable to ordinary income and the denominator of which is 365, shall be paid maximum individual Colorado income tax rate then applicable to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)ordinary income.
Appears in 1 contract
Death or Disability. If the Executive’s 's employment is terminated ------------------- by reason of the Executive’s 's death or Disability during the Employment Period:
(i) The Accrued Obligations shall be paid to the Executive’s 's estate or beneficiaries or to the Executive, as applicable, in cash within 30 thirty (30) days after of the Date of Termination;; GUEZ EMPLOYMENT AGREEMENT
(ii) In addition to, and irrespective of, the amount earned during the applicable calendar year, A lump sum payment of one hundred percent (100% %) of the Executive’s 's then current annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s 's estate or beneficiaries or to the Executive, as applicable, in cash within 30 thirty (30) days after of the Date of Termination;
(iii) A pro rata portion of The Pro-Rated Annual Bonus shall be paid to Executive's estate or beneficiaries or to Executive, as applicable, at the time when the Annual Bonus would other wise have been paid had the Executive's employment continued for the partial fiscal year of the Company in which the Date of Termination occurs, determined by multiplying the Executive’s Target Annual Bonus under the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, within 30 days after the Date of Termination;
(iv) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, to the extent not previously paid (if any), within 30 days after the Date of Termination;
(v) All outstanding stock options, restricted stock and other equity awards granted to the Executive under any of the Company’s 's equity incentive plans (or awards substituted therefor therefore covering the securities of a successor company) that vest based solely shall accelerate and become fully vested on the passage Date of time Termination and Executive’s continued , or his Estate, as applicable, shall be entitled to such stock once vested;
(v) For a period of eighteen (18) months following the Date of Termination, Executive as applicable and Executive's eligible family members shall continue to be provided with group health insurance coverage at least equal to that which would have been provided to them if Executive's employment had not been terminated (or service at Company's election, pay the applicable COBRA premium for such coverage); provided, however, that if Executive becomes re-employed with the Company another employer and is eligible to receive group health insurance coverage under another employer's plans, Company's obligations under this Section shall immediately become vested in fullterminate, and any such coverage shall be reported by Executive to Company; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company The Other Benefits shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid or provided to the Executive in substantially equal monthly installments over the continuation coverage period (Executive's estate or the remaining portion thereof)beneficiaries or to Executive, as applicable, on a timely basis.
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Death or Disability. If the Executive’s employment this Agreement is terminated by reason as a result of the Executive’s death or Disability during and the Employment PeriodExecutive has a Termination of Employment:
(ia) The Accrued Obligations Company shall be paid pay to the Executive’s estate or beneficiaries Executive (or to his estate, in the Executive, as applicable, within 30 days after event the Date of Termination;Executive is deceased) the following amounts:
(ii1) In addition to, and irrespective of, the amount earned during the applicable calendar year, 100% any unpaid portion of the Executive’s annual Base Salary, Salary (as in effect on the Date of Termination) owed as of the Date of Termination, shall be paid to any unpaid portion of the Executive’s estate or beneficiaries or Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Paid Leave as applicableof the Date of Termination, in a lump sum cash payment within 30 thirty (30) days after the Date of Termination;; and
(iii2) A pro rata portion an amount equal to two (2) times the sum of the Annual Bonus for the partial fiscal year Executive’s Base Salary (as in which effect on the Date of Termination occurs, determined by multiplying Termination) plus the Executive’s Target Annual Bonus under Incentive Compensation for the applicable Company bonus program (or such higher amount in the sole discretion of the Compensation Committee) by a fraction, the numerator of which is the number of days elapsed in the calendar fiscal year during which the Date of Termination occurs through occurs. If the termination is due to death, this amount will be paid in substantially equal bi-weekly installments over a two (2) year period following the Executive’s Date of Termination. If the termination is due to Disability, this amount will be paid in substantially equal bi-weekly installments beginning as of the first payroll date immediately following the six (6) month anniversary of the Date of Termination and continuing until the denominator first payroll date immediately following the two (2) year anniversary of the Date of Termination; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination. The Company may, to the extent feasible, purchase insurance to cover all or any part of the obligation contemplated in this paragraph, and the Executive agrees to submit to a physical examination and otherwise cooperate with the Company to facilitate the procurement of such insurance.
(b) The Company shall pay or reimburse to the Executive in a lump sum cash payment within ninety (90) days after the Date of Termination any costs and expenses (including moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which is 365, shall be paid to would have been payable under Section 4.8 of this Agreement if the Executive’s estate employment had not terminated, provided that the Executive (or beneficiaries or to the Executive, as applicable, his estate) provides proper documentation of such costs and expenses within 30 thirty (30) days after the Date of Termination;.
(ivc) Any Annual Bonus required The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive’s spouse and dependents, equal to that which would have been provided to him under Section 4.7 if the Executive’s employment had not terminated until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive’s Date of Termination; provided that (i) the benefits provided during the Executive’s taxable year may not affect the benefits provided to the Executive in any other taxable year (except as permitted under Section 409A), (ii) reimbursement of any eligible expenses must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and (iii) the right to such continued coverage is not subject to liquidation or exchange for another benefit.
(d) Whenever compensation is payable to the Executive under this Agreement during a period in which he is partially or totally disabled, and such disability would (except for the provisions of this Agreement) entitle the Executive to disability income or salary continuation payments from the Company according to the terms of any plan or program presently maintained or hereafter established by the Company, the disability income or salary continuation paid to the Executive pursuant to any such plan or program shall be considered a portion of (and not in addition to) the payment to be made to the Executive pursuant to this Section 2(b)(ii) above 6.2. If disability income is payable directly to the Executive by an insurance company under the terms of an insurance policy paid for any fiscal year by the Company, the amounts paid to the Executive by such insurance company shall be considered a portion of the Company that ends on payment (and not in addition to the payment) to be made to the Executive pursuant to this Section 6.2.
(e) The Executive (or before the Executive’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company’s stock plans, as if the Executive were still employed by the Company, for a period of two (2) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights or interests). Notwithstanding any contrary provision of the LTIP, the Executive’s Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be paid to prorated in the manner described in Section 8(a) of the LTIP.
(f) The Executive (or the Executive’s estate or beneficiaries or estate, as the case may be) shall continue to be covered under the Company’s directors’ and officers’ liability insurance, if any, and under his separate Indemnity Agreement with the Company, as if the Executive’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnity Agreement, for such longer term as applicable, to may be provided for in the extent not previously paid Indemnity Agreement).
(if any), within 30 days after g) All other obligations of the Company and rights of the Executive hereunder (except those described in Section 6.8 of this Agreement) shall terminate effective as of the Date of Termination;
(v) All outstanding restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) that vest based solely on the passage of time and Executive’s continued employment or service with the Company shall immediately become vested in full; and
(vi) During the 18 month period following the Date of Termination, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide the Executive and the Executive’s eligible dependants with COBRA Coverage, provided, however, that (x) if any plan pursuant to which such benefits except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of those Plans and are provided is not, or ceases prior to not necessarily severed on the expiration Date of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)Termination.
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Samples: Executive Employment Agreement (Allied Waste Industries Inc)
