Death Severance Benefits. Executive’s employment shall terminate immediately in the event of his death. (A) At the time that the Company makes payments to other executive officers under the Short Term Plan that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive’s estate a pro-rata portion of the amount he would have earned under such plan had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan and the number of full months elapsed prior to the Termination Date. (B) If at the Termination Date, payments have not been made under the Short Term Plan that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive’s estate, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan (based on the performance results achieved under such plan), as if his employment had not been terminated. (C) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the Executive’s eligible dependents will receive the benefits they qualify for under the Executive Retiree Medical Benefit Plan, or if such plan has been terminated prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay the eligible dependents the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive’s estate would be required to pay for the COBRA benefits selected by Executive’s estate for Executive’s eligible dependents for twelve (12) months after the Executive’s Termination Date. (D) For any stock options/RSUs granted to the Executive before the Termination Date, a number of shares shall vest so that the greater of (x) 50% of the shares in each grant are immediately vested (and, for stock options, become exercisable) or (y) the total number of shares vested (and for stock options, become exercisable) on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule). Unless the grant was made prior to the effective date of this Agreement, the stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms, or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive’s estate within ten (10) days following the Termination Date. In addition, the Compensation Committee may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. (E) Any Long Term Cash Plan awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to Executive’s estate within sixty (60) days following the Termination Date.
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Samples: Employment Agreement (Lam Research Corp), Employment Agreement (Lam Research Corp), Employment Agreement (Lam Research Corp)
Death Severance Benefits. Executive’s employment shall terminate immediately in the event of his death.
(A) At the time that the Company makes payments to other executive officers under the Short Short-Term Plan Program that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive’s estate a pro-rata portion of the amount he would have earned under such plan program had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan program and the number of full calendar months elapsed prior to the Termination Date.
(B) If at the Termination Date, payments have not been made under the Short Short-Term Plan Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive’s estate, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan program (based on the performance results achieved under such planprogram), as if his employment had not been terminated.
(C) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Health Plan prior to the Termination Date, then the Executive’s eligible dependents will receive the benefits they qualify for under the Executive Retiree Medical Benefit Health Plan, or if such plan has been terminated prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay the eligible dependents the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Health Plan prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive’s estate would be required to pay for the COBRA benefits selected by Executive’s estate for Executive’s eligible dependents for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits.
(D) For Except as provided in Section 6(b)(iv)(F) below, for any stock options/RSUs RSUs, which are solely service based, that are granted to the Executive before the Termination Date, a number of shares shall vest so that the greater of (x) 50% of the shares in each grant are immediately vested (and, for stock options, become exercisable) or (y) the total number of shares vested (and for stock options, become exercisable) on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule)schedule)3. Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms, or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive’s estate within ten sixty (1060) days following the Termination Date. In addition, the Compensation Committee may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive.
(E) Any Long Long-Term Cash Plan Program awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive’s estate within sixty (60) days following the Termination Date.
(F) A portion of the mPRSUs/PRSUs shall vest on the Termination Date. To determine the applicable vesting, the Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement) shall be multiplied by the total number of days from the first day of the Performance Period (as defined in the mPRSU/PRSU Award Agreement) until the earlier of (i) the Termination Date or (ii) the last day of the Performance Period, divided by the number of days in the Performance Period (as defined in the mPRSU/ 3 For the avoidance of doubt, a “full month worked” for a date of grant occurring on the 15th day of a month will occur when service is provided through the 14th day of the following month. Any fractional shares will be rounded down to the nearest whole share. PRSU Award Agreement) to determine the “death pro rata” target number of shares. The Company’s performance under the Vesting Formula (as set forth in the mPRSU/PRSU Award Agreement) from the first day of the Performance Period until the earlier of (i) the Termination Date or (ii) the last day of the Performance Period shall be applied to the greater of: (i) the “death pro rata” target number of shares or (ii) 50% of the original Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement), to determine the number of shares (rounded down to the nearest whole share) which shall be paid to the Executive’s estate within sixty (60) days of the Termination Date. Any remaining unvested portion of the mPRSUs/PRSUs shall be cancelled.
Appears in 1 contract
Death Severance Benefits. Executive’s employment shall terminate immediately in the event of his death.
(A) At the time that the Company makes payments to other executive officers under the Short Term Plan Program that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive’s estate a pro-rata portion of the amount he would have earned under such plan program had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan program and the number of full months elapsed prior to the Termination Date.
(B) If at the Termination Date, payments have not been made under the Short Term Plan Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive’s estate, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan program (based on the performance results achieved under such planprogram), as if his employment had not been terminated.
(C) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Health Plan prior to the Termination Date, then the Executive’s eligible dependents will receive the benefits they qualify for under the Executive Retiree Medical Benefit Health Plan, or if such plan has been terminated prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay the eligible dependents the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Health Plan prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive’s estate would be required to pay for the COBRA benefits selected by Executive’s estate for Executive’s eligible dependents for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. For this purpose, years of service shall include service with Novellus. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits.
(D) For Except as provided in Section 6(b)(iv)(F) below, for any stock options/RSUs RSUs, which are solely service based, that are granted to the Executive before the Termination Date, a number of shares shall vest so that the greater of (x) 50% of the shares in each grant are immediately vested (and, for stock options, become exercisable) or (y) the total number of shares vested (and for stock options, become exercisable) on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule). Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms, or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive’s estate within ten sixty (1060) days following the Termination Date. In addition, the Compensation Committee may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive.
(E) Any Long Term Cash Plan Program awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to Executive’s estate within sixty (60) days following the Termination Date.
(F) A portion of the mPRSUs/PRSUs shall vest on the Termination Date. To determine the applicable Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement) shall be multiplied by the total number of days from the Grant Date (as defined in the mPRSU/PRSU Award Agreement) until the Termination Date, divided by the number of days in the Performance Period (as defined in the mPRSU/PRSU Award Agreement) to determine the “death pro rata” target number of shares. The Company’s performance under the Vesting Formula (as set forth in the mPRSU/PRSU Award Agreement) from the first day of the Performance Period until the Termination Date shall be applied to the greater of: (i) the “death pro rata” target number of shares or (ii) 50% of the original Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement), to determine the number of shares which shall be paid to the Executive’s estate within sixty (60) days of the Termination Date. Any remaining unvested portion of the mPRSUs/PRSUs shall be cancelled.
Appears in 1 contract
Death Severance Benefits. Executive’s employment shall terminate immediately in the event of his death.
(A) At the time that the Company makes payments to other executive officers under the Short Term Plan Program that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive’s estate a pro-rata portion of the amount he would have earned under such plan program had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan program and the number of full months elapsed prior to the Termination Date.
(B) If at the Termination Date, payments have not been made under the Short Term Plan Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive’s estate, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan program (based on the performance results achieved under such planprogram), as if his employment had not been terminated.
(C) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Health Plan prior to the Termination Date, then the Executive’s eligible dependents will receive the benefits they qualify for under the Executive Retiree Medical Benefit Health Plan, or if such plan has been terminated prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay the eligible dependents the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Health Plan prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive’s estate would be required to pay for the COBRA benefits selected by Executive’s estate for Executive’s eligible dependents for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits.
(D) For Except as provided in Section 6(b)(iv)(F) below, for any stock options/RSUs RSUs, which are solely service based, that are granted to the Executive before the Termination Date, a number of shares shall vest so that the greater of (x) 50% of the shares in each grant are immediately vested (and, for stock options, become exercisable) or (y) the total number of shares vested (and for stock options, become exercisable) on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule). Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms, or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive’s estate within ten sixty (1060) days following the Termination Date. In addition, the Compensation Committee independent members of the Board may, in its their discretion, accelerate the vesting of additional stock options or RSUs held by the Executive.
(E) Any Long Term Cash Plan Program awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to Executive’s estate within sixty (60) days following the Termination Date.
(F) A portion of the mPRSUs/PRSUs shall vest on the Termination Date. To determine the applicable Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement) shall be multiplied by the total number of days from the Grant Date (as defined in the mPRSU/PRSU Award Agreement) until the Termination Date, divided by the number of days in the Performance Period (as defined in the mPRSU/PRSU Award Agreement) to determine the “death pro rata” target number of shares. The Company’s performance under the Vesting Formula (as set forth in the mPRSU/PRSU Award Agreement) from the first day of the Performance Period until the Termination Date shall be applied to the greater of: (i) the “death pro rata” target number of shares or (ii) 50% of the original Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement), to determine the number of shares which shall be paid to the Executive’s estate within sixty (60) days of the Termination Date. Any remaining unvested portion of the mPRSUs/PRSUs shall be cancelled.
Appears in 1 contract
Death Severance Benefits. Executive’s employment shall terminate immediately in the event of his death.
(A) At the time that the Company makes payments to other executive officers under the Short Short-Term Plan Program that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive’s estate a pro-rata portion of the amount he would have earned under such plan program had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan program and the number of full calendar months elapsed prior to the Termination Date.
(B) If at the Termination Date, payments have not been made under the Short Short-Term Plan Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive’s estate, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan program (based on the performance results achieved under such planprogram), as if his employment had not been terminated.
(C) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Health Plan prior to the Termination Date, then the Executive’s eligible dependents will receive the benefits they qualify for under the Executive Retiree Medical Benefit Health Plan, or if such plan has been terminated prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay the eligible dependents the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Health Plan prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive’s estate would be required to pay for the COBRA benefits selected by Executive’s estate for Executive’s eligible dependents for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits.
(D) For Except as provided in Section 6(b)(iv)(F) below, for any stock options/RSUs RSUs, which are solely service based, that are granted to the Executive before the Termination Date, a number of shares shall vest so that the greater of (x) 50% of the shares in each grant are immediately vested (and, for stock options, become exercisable) or (y) the total number of shares vested (and for stock options, become exercisable) on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule)schedule)3. Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms, or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive’s estate within ten sixty (1060) days following the Termination Date. In addition, the Compensation Committee may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive. ____________ 3For the avoidance of doubt, a “full month worked” for a date of grant occurring on the 15th day of a month will occur when service is provided through the 14th day of the following month. Any fractional shares will be rounded down to the nearest whole share.
(E) Any Long Long-Term Cash Plan Program awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive’s estate within sixty (60) days following the Termination Date.
(F) A portion of the mPRSUs/PRSUs shall vest on the Termination Date. To determine the applicable Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement) shall be multiplied by the total number of days from the Grant Date (as defined in the mPRSU/PRSU Award Agreement) until the Termination Date, divided by the number of days in the Performance Period (as defined in the mPRSU/PRSU Award Agreement) to determine the “death pro rata” target number of shares. The Company’s performance under the Vesting Formula (as set forth in the mPRSU/PRSU Award Agreement) from the first day of the Performance Period until the Termination Date shall be applied to the greater of: (i) the “death pro rata” target number of shares or (ii) 50% of the original Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement), to determine the number of shares (rounded down to the nearest whole share) which shall be paid to the Executive’s estate within sixty (60) days of the Termination Date. Any remaining unvested portion of the mPRSUs/PRSUs shall be cancelled.
Appears in 1 contract
Death Severance Benefits. Executive’s employment shall terminate immediately in the event of his death.
(A) At the time that the Company makes payments to other executive officers under the Short Short-Term Plan Program that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive’s estate a pro-rata portion of the amount he would have earned under such plan program had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan program and the number of full calendar months elapsed prior to the Termination Date.
(B) If at the Termination Date, payments have not been made under the Short Short-Term Plan Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive’s estate, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan program (based on the performance results achieved under such planprogram), as if his employment had not been terminated.
(C) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Health Plan prior to the Termination Date, then the Executive’s eligible dependents will receive the benefits they qualify for under the Executive Retiree Medical Benefit Health Plan, or if such plan has been terminated prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay the eligible dependents the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Health Plan prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive’s estate would be required to pay for the COBRA benefits selected by Executive’s estate for Executive’s eligible dependents for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits.
(D) For Except as provided in Section 6(b)(iv)(F) below, for any stock options/RSUs RSUs, which are solely service based, that are granted to the Executive before the Termination Date, a number of shares shall vest so that the greater of (x) 50% of the shares in each grant are immediately vested (and, for stock options, become exercisable) or (y) the total number of shares vested (and for stock options, become exercisable) on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule). Unless the grant was made prior to the effective date of this Agreement, the schedule).3 The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms, or unless they are exchanged for cash in connection with any Change in Control. For options granted prior ____________ 3For the avoidance of doubt, a “full month worked” for a date of grant occurring on the 15th day of a month will occur when service is provided through the 14th day of the following month. Any fractional shares will be rounded down to the effective date of this Agreement, the grant’s award agreement shall control its exercisabilitynearest whole share. The Company will issue the shares underlying the RSUs to the Executive’s estate within ten sixty (1060) days following the Termination Date. In addition, the Compensation Committee may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive.
(E) Any Long Long-Term Cash Plan Program awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive’s estate within sixty (60) days following the Termination Date.
(F) A portion of the mPRSUs/PRSUs shall vest on the Termination Date. To determine the applicable Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement) shall be multiplied by the total number of days from the Grant Date (as defined in the mPRSU/PRSU Award Agreement) until the Termination Date, divided by the number of days in the Performance Period (as defined in the mPRSU/PRSU Award Agreement) to determine the “death pro rata” target number of shares. The Company’s performance under the Vesting Formula (as set forth in the mPRSU/PRSU Award Agreement) from the first day of the Performance Period until the Termination Date shall be applied to the greater of: (i) the “death pro rata” target number of shares or (ii) 50% of the original Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement), to determine the number of shares (rounded down to the nearest whole share) which shall be paid to the Executive’s estate within sixty (60) days of the Termination Date. Any remaining unvested portion of the mPRSUs/PRSUs shall be cancelled.
Appears in 1 contract
Death Severance Benefits. Executive’s employment shall terminate immediately in the event of his death.
(A) At the time that the Company makes payments to other executive officers under the Short Term Plan that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive’s estate a pro-rata portion of the amount he would have earned under such plan had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan and the number of full months elapsed prior to the Termination Date.
(B) If at the Termination Date, payments have not been made under the Short Term Plan that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive’s estate, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan (based on the performance results achieved under such plan), as if his employment had not been terminated.
(C) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the Executive’s eligible dependents will receive the benefits they qualify for under the Executive Retiree Medical Benefit Plan, or if such plan has been terminated prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay the eligible dependents the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within Within sixty (60) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive’s estate would be required to pay for the COBRA benefits selected by Executive’s estate for Executive’s eligible dependents for twelve (12) months after the Executive’s Termination Date.
(D) For any stock options/RSUs granted to the Executive before the Termination Date, a number of shares shall vest so that the greater of (x) 50% of the shares in each grant are immediately vested (and, for stock options, become exercisable) or (y) the total number of shares vested (and for stock options, become exercisable) on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule). Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms, or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive’s estate within ten (10) days following the Termination Date. In addition, the Compensation Committee may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive.
(E) Any Long Term Cash Plan awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to Executive’s estate within sixty (60) days following the Termination Date.
(F) The provisions of Exhibit B relative to acceleration of vesting also will apply.
Appears in 1 contract
Death Severance Benefits. Executive’s employment shall terminate immediately in the event of his death.
(A) At the time that the Company makes payments to other executive officers under the Short Short-Term Plan Program that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive’s estate a pro-rata portion of the amount he would have earned under such plan program had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan program and the number of full calendar months elapsed prior to the Termination Date.
(B) If at the Termination Date, payments have not been made under the Short Short-Term Plan Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive’s estate, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan program (based on the performance results achieved under such planprogram), as if his employment had not been terminated.
(C) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Health Plan prior to the Termination Date, then the Executive’s eligible dependents will receive the benefits they qualify for under the Executive Retiree Medical Benefit Health Plan, or if such plan has been terminated prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay the eligible dependents the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Health Plan prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive’s estate would be required to pay for the COBRA benefits selected by Executive’s estate for Executive’s eligible dependents for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits.
(D) For Except as provided in Section 6(b)(iv)(F) below, for any stock options/RSUs RSUs, which are solely service based, that are granted to the Executive before the Termination Date, a number of shares shall vest so that the greater of (x) 50% of the shares in each grant are immediately vested (and, for stock options, become exercisable) or (y) the total number of shares vested (and for stock options, become exercisable) on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule)schedule)3. Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms, or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive’s estate within ten sixty (1060) days following the Termination Date. In addition, the Compensation Committee independent members of the Board may, in its their discretion, accelerate the vesting of additional stock options or RSUs held by the Executive.
(E) Any Long Long-Term Cash Plan Program awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive’s estate within sixty (60) days following the Termination Date. ____________ 3For the avoidance of doubt, a “full month worked” for a date of grant occurring on the 15th day of a month will occur when service is provided through the 14th day of the following month. Any fractional shares will be rounded down to the nearest whole share.
(F) A portion of the mPRSUs/PRSUs shall vest on the Termination Date. To determine the applicable Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement) shall be multiplied by the total number of days from the Grant Date (as defined in the mPRSU/PRSU Award Agreement) until the Termination Date, divided by the number of days in the Performance Period (as defined in the mPRSU/PRSU Award Agreement) to determine the “death pro rata” target number of shares. The Company’s performance under the Vesting Formula (as set forth in the mPRSU/PRSU Award Agreement) from the first day of the Performance Period until the Termination Date shall be applied to the greater of: (i) the “death pro rata” target number of shares or (ii) 50% of the original Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement), to determine the number of shares (rounded down to the nearest whole share) which shall be paid to the Executive’s estate within sixty (60) days of the Termination Date. Any remaining unvested portion of the mPRSUs/PRSUs shall be cancelled.
Appears in 1 contract
Death Severance Benefits. Executive’s employment shall terminate immediately in the event of his death.
(A) At the time that the Company makes payments to other executive officers under the Short Term Plan Program that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive’s estate a pro-rata portion of the amount he would have earned under such plan program had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan program and the number of full months elapsed prior to the Termination Date.
(B) If at the Termination Date, payments have not been made under the Short Term Plan Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive’s estate, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan program (based on the performance results achieved under such planprogram), as if his employment had not been terminated.
(C) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the Executive’s eligible dependents will receive the benefits they qualify for under the Executive Retiree Medical Benefit Plan, or if such plan has been terminated prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay the eligible dependents the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within Within sixty (60) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive’s estate would be required to pay for the COBRA benefits selected by Executive’s estate for Executive’s eligible dependents for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits.
(D) For Except as provided in Section 6(b)(iv)(F) below, for any stock options/RSUs RSUs, which are solely service based, that are granted to the Executive before the Termination Date, a number of shares shall vest so that the greater of (x) 50% of the shares in each grant are immediately vested (and, for stock options, become exercisable) or (y) the total number of shares vested (and for stock options, become exercisable) on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule). Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms, or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive’s estate within ten sixty (1060) days following the Termination Date. In addition, the Compensation Committee of the Board may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive.
(E) Any Long Term Cash Plan Program awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to Executive’s estate within sixty (60) days following the Termination Date.
(F) A portion of the mPRSUs/PRSUs shall vest on the Termination Date. To determine the applicable Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement) shall be multiplied by the total number of days from the Grant Date (as defined in the mPRSU/PRSU Award Agreement) until the Termination Date, divided by the number of days in the Performance Period (as defined in the mPRSU/PRSU Award Agreement) to determine the “death pro rata” target number of shares. The Company’s performance under the Vesting Formula (as set forth in the mPRSU/PRSU Award Agreement) from the first day of the Performance Period until the Termination Date shall be applied to the greater of: (i) the “death pro rata” target number of shares or (ii) 50% of the original Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement), to determine the number of shares which shall be paid to the Executive’s estate within sixty (60) days of the Termination Date. Any remaining unvested portion of the mPRSUs/PRSUs shall be cancelled.
Appears in 1 contract
Death Severance Benefits. Executive’s employment shall terminate immediately in the event of his death.
(A) At the time that the Company makes payments to other executive officers under the Short Term Plan that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive’s estate a pro-rata portion of the amount he would have earned under such plan had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan and the number of full months elapsed prior to the Termination Date.
(B) If at the Termination Date, payments have not been made under the Short Term Plan that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive’s estate, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan (based on the performance results achieved under such plan), as if his employment had not been terminated.
(C) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the Executive’s eligible dependents will receive the benefits they qualify for under the Executive Retiree Medical Benefit Plan, or if such plan has been terminated prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay the eligible dependents the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive’s estate would be required to pay for the COBRA benefits selected by Executive’s estate for Executive’s eligible dependents for twelve (12) months after the Executive’s Termination Date.
(D) For any stock options/RSUs granted to the Executive before the Termination Date, a number of shares shall vest so that the greater of (x) 50% of the shares in each grant are immediately vested (and, for stock options, become exercisable) or (y) the total number of shares vested (and for stock options, become exercisable) on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule). Unless the grant was made prior to the effective date of this AgreementJuly 1, 2009, the stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms, or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this AgreementJuly 1, 2009, the grant’s award agreement shall control its exercisabilityhow long the options shall remain exercisable. The Company will issue the shares underlying the RSUs to the Executive’s estate within ten (10) days following the Termination Date. In addition, the Compensation Committee independent members of the Board may, in its their discretion, accelerate the vesting of additional stock options or RSUs held by the Executive.
(E) Any Long Term Cash Plan awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to Executive’s estate within sixty (60) days following the Termination Date.
Appears in 1 contract
Death Severance Benefits. Executive’s employment shall terminate immediately in the event of his death.
(A) Within sixty (60) days following the Termination Date, the Company shall pay to Executive’s estate a lump sum in an amount equal to Executive’s Base Compensation (without giving effect to any salary reduction program currently in effect) for a period of twelve (12) months as of the Termination Date, minus any amount payable from an insurance company to the Executive or his beneficiaries pursuant to a Company provided death benefit.
(B) At the time that the Company makes payments to other executive officers under the Short Term Plan that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive’s estate a pro-rata portion of the amount he would have earned under such plan had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan and the number of full months elapsed prior to the Termination Date.
(BC) If at the Termination Date, payments have not been made under the Short Term Plan that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive’s estate, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan (based on the performance results achieved under such plan), as if his employment had not been terminated.
(CD) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the The Executive’s eligible dependents will receive the benefits they qualify for under the Executive Retiree Medical Benefit Plan, or if such plan has been terminated prior to the Termination Date, within sixty (60) days following the Termination Date, Date the Company shall pay the eligible dependents the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive’s estate would be required to pay for the COBRA benefits selected by Executive’s estate for Executive’s eligible dependents for twelve (12) months after the Executive’s Termination Date.
(DE) For any stock options/RSUs granted to the Executive before the Termination Date, a number of shares shall vest so that the greater of (x) 50% of the shares in each grant are immediately vested (and, for stock options, become exercisable) or (y) the total number of shares vested (and for stock options, become exercisable) on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule). Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms, or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive’s estate within ten (10) days following the Termination Date. In addition, the Compensation Committee independent members of the Board may, in its their discretion, accelerate the vesting of additional stock options or RSUs held by the Executive.
(EF) Any Long Term Cash Plan awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to Executive’s estate within sixty (60) days following the Termination Date.
Appears in 1 contract
Death Severance Benefits. Executive’s employment shall terminate immediately in the event of his death.
(A) At the time that the Company makes payments to other executive officers under the Short Term Plan that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive’s estate a pro-rata portion of the amount he would have earned under such plan had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan and the number of full months elapsed prior to the Termination Date.
(B) If at the Termination Date, payments have not been made under the Short Term Plan that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive’s estate, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan (based on the performance results achieved under such plan), as if his employment had not been terminated.
(C) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan (or a comparable benefit) prior to the Termination Date, then the Executive’s eligible dependents will receive the benefits they qualify for under the Executive Retiree Medical Benefit Plan, or if such plan has been terminated prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay the eligible dependents the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive’s estate would be required to pay for the COBRA benefits selected by Executive’s estate for Executive’s eligible dependents for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. For this purpose, years of service shall include service with Novellus.
(D) For any stock options/RSUs granted to the Executive before the Termination Date, except for those awards which are listed in Appendix A, a number of shares shall vest so that the greater of (x) 50% of the shares in each grant are immediately vested (and, for stock options, become exercisable) or (y) the total number of shares vested (and for stock options, become exercisable) on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule). Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms, or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive’s estate within ten (10) days following the Termination Date. In addition, the Compensation Committee may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive.
(E) Any Long Term Cash Plan awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to Executive’s estate within sixty (60) days following the Termination Date.
Appears in 1 contract
Death Severance Benefits. Executive’s employment shall terminate immediately in the event of his death.
(A) At the time that the Company makes payments to other executive officers under the Short Term Plan Program that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive’s estate a pro-rata portion of the amount he would have earned under such plan program had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan program and the number of full months elapsed prior to the Termination Date.
(B) If at the Termination Date, payments have not been made under the Short Term Plan Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive’s estate, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan program (based on the performance results achieved under such planprogram), as if his employment had not been terminated.
(C) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Health Plan prior to the Termination Date, then the Executive’s eligible dependents will receive the benefits they qualify for under the Executive Retiree Medical Benefit Health Plan, or if such plan has been terminated prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay the eligible dependents the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Health Plan prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive’s estate would be required to pay for the COBRA benefits selected by Executive’s estate for Executive’s eligible dependents for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits.
(D) For Except as provided in Section 6(b)(iv)(F) below, for any stock options/RSUs RSUs, which are solely service based, that are granted to the Executive before the Termination Date, a number of shares shall vest so that the greater of (x) 50% of the shares in each grant are immediately vested (and, for stock options, become exercisable) or (y) the total number of shares vested (and for stock options, become exercisable) on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule). Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms, or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive’s estate within ten sixty (1060) days following the Termination Date. In addition, the Compensation Committee may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive.
(E) Any Long Term Cash Plan Program awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to Executive’s estate within sixty (60) days following the Termination Date.
(F) A portion of the mPRSUs/PRSUs shall vest on the Termination Date. To determine the applicable Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement) shall be multiplied by the total number of days from the Grant Date (as defined in the mPRSU/PRSU Award Agreement) until the Termination Date, divided by the number of days in the Performance Period (as defined in the mPRSU/PRSU Award Agreement) to determine the “death pro rata” target number of shares. The Company’s performance under the Vesting Formula (as set forth in the mPRSU/PRSU Award Agreement) from the first day of the Performance Period until the Termination Date shall be applied to the greater of: (i) the “death pro rata” target number of shares or (ii) 50% of the original Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement), to determine the number of shares which shall be paid to the Executive’s estate within sixty (60) days of the Termination Date. Any remaining unvested portion of the mPRSUs/PRSUs shall be cancelled.
Appears in 1 contract
Death Severance Benefits. Executive’s employment shall terminate immediately in the event of his death.
(A) At the time that the Company makes payments to other executive officers under the Short Term Plan Program that is in effect during the calendar year in which the Termination Date occurs, the Company shall pay the Executive’s estate a pro-rata portion of the amount he would have earned under such plan program had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan program and the number of full calendar months elapsed prior to the Termination Date.
(B) If at the Termination Date, payments have not been made under the Short Term Plan Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive’s estate, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year plan program (based on the performance results achieved under such planprogram), as if his employment had not been terminated.
(C) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the Executive’s eligible dependents will receive the benefits they qualify for under the Executive Retiree Medical Benefit Plan, or if such plan has been terminated prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay the eligible dependents the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within Within sixty (60) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive’s estate would be required to pay for the COBRA benefits selected by Executive’s estate for Executive’s eligible dependents for twelve (12) months after the Executive’s Termination DateDate if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) or more years of service to the Company. All Company 401(k) Plan benefits, Elective Deferred Compensation Plan benefits and other benefits not specifically addressed in this Agreement shall be treated in accordance with the terms of such plans and benefits.
(D) For Except as provided in Section 6(b)(iv)(F) below, for any stock options/RSUs RSUs, which are solely service based, that are granted to the Executive before the Termination Date, a number of shares shall vest so that the greater of (x) 50% of the shares in each grant are immediately vested (and, for stock options, become exercisable) or (y) the total number of shares vested (and for stock options, become exercisable) on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule). Unless the grant was made prior to the effective date of this Agreement, the schedule).4 The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms, or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the Executive’s estate within ten sixty (1060) days following the Termination Date. In addition, the Compensation Committee of the Board may, in its discretion, accelerate the vesting of additional stock options or RSUs held by the Executive.
(E) Any Long Long-Term Cash Plan Program awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to the Executive’s estate within sixty (60) days following the Termination Date.
(F) A portion of the mPRSUs/PRSUs shall vest on the Termination Date. To determine the applicable Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement) shall be multiplied by the total number of days from the Grant Date (as defined in the mPRSU/PRSU Award Agreement) until the Termination Date, divided by the number of days in the Performance Period (as defined in the mPRSU/PRSU Award Agreement) to determine the “death pro rata” target number of shares. The Company’s performance under the Vesting Formula (as set forth in the mPRSU/PRSU Award Agreement) from the first day of the Performance Period until the Termination Date shall be applied to the greater of: (i) the “death pro rata” target number of shares or (ii) 50% of the original Target Number of mPRSUs/PRSUs (as set forth in the mPRSU/PRSU Award Agreement), to determine the number of shares (rounded down to the nearest whole share) which shall be paid to the Executive’s estate within sixty (60) days of the Termination Date. Any remaining unvested portion of the mPRSUs/PRSUs shall be cancelled. ____________ 4For the avoidance of doubt, a “full month worked” for a date of grant occurring on the 15th day of a month will occur when service is provided through the 14th day of the following month. Any fractional shares will be rounded down to the nearest whole share.
Appears in 1 contract
Death Severance Benefits. ExecutiveVice Chairman’s employment shall terminate immediately in the event of his death.
(A) At the time that the Company makes payments to other executive officers under the Short Term Plan that is in effect during the calendar year in which Within sixty (60) days following the Termination Date occursDate, the Company shall pay the Executiveto Vice Chairman’s estate a pro-rata portion lump sum equal to twelve (12) months of the Base Compensation, minus any amount he would have earned under such plan had his employment continued until the end of such calendar year, such pro-rata portion to be calculated based on the performance results achieved under such plan and the number of full months elapsed prior payable from an insurance company to the Termination DateVice Chairman or his beneficiaries pursuant to a Company provided death benefit.
(B) If at the Termination Date, payments have payment has not been made under the Short Term Plan that was in effect during the 2011 calendar year prior to the year in which the Termination Date occursyear, the Company shall pay the ExecutiveVice Chairman’s estate, not later than March 15th of the year in which the Termination Date occurs15, 2012, the full amount he would have earned under such prior-year 2011 plan (based on the performance results achieved under such plan), as if his employment had not been terminated.
(C) If the Executive qualifies for participation in the Company’s Executive Retiree Medical Benefit Plan prior to the Termination Date, then the ExecutiveThe Vice Chairman’s eligible dependents will receive the benefits they qualify for under the Executive Retiree Medical Benefit Plan, or if such plan has been terminated prior to the Termination Date, within sixty (60) days following the Termination Date, Date the Company shall pay the eligible dependents the Medical Plan Payment. If the Executive does not qualify for participation in the Executive Retiree Medical Benefit Plan prior to the Termination Date, within sixty (60) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive’s estate would be required to pay for the COBRA benefits selected by Executive’s estate for Executive’s eligible dependents for twelve (12) months after the Executive’s Termination Date.
(D) For any stock options/RSUs granted to the Executive Vice Chairman before the Termination Date, a number of shares shall vest so that the greater of (x) 50% of the shares in each grant are immediately vested (and, for stock options, become exercisable) or (y) the total number of shares vested (and for stock options, become exercisable) on the Termination Date shall equal a pro-rata percentage of the total number of shares subject to such grant (based on the number of full months worked during the vesting schedule). Unless the grant was made prior to the effective date of this Agreement, the The stock options shall remain exercisable for two years following the Termination Date unless they are earlier exercised or expire pursuant to their original terms, or unless they are exchanged for cash in connection with any Change in Control. For options granted prior to the effective date of this Agreement, the grant’s award agreement shall control its exercisability. The Company will issue the shares underlying the RSUs to the ExecutiveVice Chairman’s estate within ten (10) days following the Termination Date. In addition, the Compensation Committee independent members of the Board may, in its their discretion, accelerate the vesting of additional stock options or RSUs held by the ExecutiveVice Chairman.
(E) Any 2011/2012 Long Term Cash Plan awards, which are accrued as of the last full completed quarter prior to the Termination Date, shall be paid to ExecutiveVice Chairman’s estate within sixty (60) days following the Termination Date.
Appears in 1 contract
