Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits (and further contingent on the proper execution of the Non-Competition and Release Agreement as set forth in Section 4.8), as provided in Sections 4.1 and 4.2, the Company shall pay to the Executive and provide him with the following: (a) An amount equal to three (3) times the highest rate of the Executive’s annualized Base Salary rate in effect at any time up to and including the Effective Date of Termination. (b) An amount equal to three (3) times the Executive’s target annual bonus established for the bonus plan year in which the Executive’s Effective Date of Termination occurs (or, if higher, the target annual bonus established for the bonus plan year in which the CIC occurs). (c) An amount equal to the Executive’s unpaid Base Salary and accrued vacation pay through the Executive’s last day of work. (d) An amount equal to the Executive’s unpaid actual annual bonus, paid for the plan year in which the Executive’s Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days completed in the then-existing fiscal year through the Effective Date of Termination and the denominator of which is three hundred sixty-five (365). Any payments hereunder are in lieu of any bonuses otherwise payable under the Company’s applicable annual incentive plans. (e) A lump sum payment of seventy-five thousand dollars ($75,000) (net of required payroll and income tax withholding) in order to assist the Executive in paying for replacement health and welfare coverage for a reasonable period following the Executive’s Effective Date of Termination. CIC Tier I US (f) Full vesting of the Executive’s benefits under any and all supplemental retirement plans in which the Executive participates. For purposes of determining the amount of an Executive’s benefits in such plans, such benefits shall be calculated under the assumption that the Executive’s employment continued following the Effective Date of Termination for three (3) full years (i.e., three (3) additional years of age and service credits shall be added); provided, however, that for purposes of determining “final average pay” under such programs, the Executive’s actual pay history as of the effective date of termination shall be used. Payout of such amounts shall occur at the time established under such plans. To the extent that the Executive is subject to a reduction of such benefits due to application of any early retirement provisions, the three (3) additional years of age shall be incorporated in the early retirement reduction calculation so as to offset such reduction. Also, three (3) additional years of age, but not any additional service, shall be used to determine the Executive’s eligibility for early retirement benefits. (g) Unless otherwise provided in the instrument evidencing the Equity Award or in a written employment or other agreement between the Executive and the Company and subject to the requirements of Section 409A of the Code, to the extent applicable: (i) Full vesting of any Equity Awards, which shall become immediately exercisable and remain exercisable throughout their entire term; (ii) Termination or lapsing of any restriction periods and restrictions imposed on such Equity Awards that are not performance based; (iii) Termination or lapsing of any restriction or other conditions applicable to any such Equity Awards and such Equity Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant; and (iv) Recognition of the target payout opportunities attainable under all outstanding Equity Awards that are performance-based, which Equity Awards shall be deemed to have been fully earned for the entire performance periods and restrictions on such Equity Awards shall lapse and such Equity Awards shall be immediately settled or distributed.
Appears in 2 contracts
Samples: Change in Control Agreement (Weyerhaeuser Co), Executive Change in Control Agreement (Weyerhaeuser Co)
Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits (and further contingent on the proper execution of the Non-Competition and Release Agreement as set forth in Section 4.8), as provided in Sections 4.1 and 4.2, and subject CIC Tier I US to the cap described in Section 6.1, the Company shall pay to the Executive and provide him with the following:
(a) An amount equal to three (3) times the highest rate of the Executive’s annualized Base Salary rate in effect at any time up to and including the Effective Date of Termination.
(b) An amount equal to three (3) times the Executive’s target annual bonus established for the bonus plan year in which the Executive’s Effective Date of Termination occurs (or, if higher, the target annual bonus established for the bonus plan year in which the CIC occurs).
(c) An amount equal to the Executive’s unpaid Base Salary and accrued vacation pay through the Executive’s last day of work.
(d) An amount equal to the Executive’s unpaid actual annual bonus, paid for the plan year in which the Executive’s Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days completed in the then-existing fiscal year through the Effective Date of Termination and the denominator of which is three hundred sixty-five (365). Any payments hereunder are in lieu of any bonuses otherwise payable under the Company’s applicable annual incentive plans.
(e) A lump sum payment of seventy-five thousand dollars ($75,000) (net of required payroll and income tax withholding) in order to assist the Executive in paying for replacement health and welfare coverage for a reasonable period following the Executive’s Effective Date of Termination. CIC Tier I US.
(f) Full vesting of the Executive’s benefits under any and all supplemental retirement plans in which the Executive participates. For purposes of determining the amount of an Executive’s benefits in such plans, such benefits shall be calculated under the assumption that the Executive’s employment continued following the Effective Date of Termination for three (3) full years (i.e., three (3) additional years of age and service credits shall be added); provided, however, that for purposes of determining “final average pay” under such programs, the Executive’s actual pay history as of the effective date of termination shall be used. Payout of such amounts shall occur at the time established under such plans. To the extent that the Executive is subject to a reduction of such benefits due to application of any early retirement provisions, the three (3) additional years of age shall be incorporated in the early retirement reduction calculation so as to offset such reduction. Also, three (3) additional years of age, but not any additional service, shall be used to determine the Executive’s eligibility for early retirement benefits.
(g) An amount equal to the value of the stock equivalents representing premiums (including any appreciation and dividend equivalents) that are forfeited under the Weyerhaeuser Company Deferred Compensation Plan, in connection with the Executive’s Qualifying Termination. If no such premiums are forfeited under the CIC Tier I US Weyerhaeuser Company Deferred Compensation Plan, then no amount shall be payable under this Section 4.3(g).
(h) Unless otherwise provided in the instrument evidencing the Equity Award or in a written employment or other agreement between the Executive and the Company and subject to the requirements of Section 409A of the Code, to the extent applicableCompany:
(i) Full vesting of any Equity Awards, which shall become immediately exercisable and remain exercisable throughout their entire term;
(ii) Termination or lapsing of any restriction periods and restrictions imposed on such Equity Awards that are not performance based;
(iii) Termination or lapsing of any restriction or other conditions applicable to any such Equity Awards and such Equity Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant; and
(iv) Recognition of the target payout opportunities attainable under all outstanding Equity Awards that are performance-based, which Equity Awards shall be deemed to have been fully earned for the entire performance periods and restrictions on such Equity Awards shall lapse and such Equity Awards shall be immediately settled or distributed.
Appears in 1 contract
Samples: Executive Change in Control Agreement (Weyerhaeuser Co)
Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits (and further contingent on the proper execution of the Non-Competition and Release Agreement as set forth in Section 4.8), as provided in Sections 4.1 and 4.2, the Company shall pay to the Executive and provide him the Executive with the following:
(a) An amount equal to three (3) times the highest rate of the Executive’s 's annualized Base Salary rate in effect at any time up to and including the Effective Date of Termination.
(b) An amount equal to three (3) times the Executive’s 's target annual bonus established for the bonus plan year in which the Executive’s 's Effective Date of Termination occurs (or, if higher, the target annual bonus established for the bonus plan year in which the CIC occurs).
(c) An amount equal to the Executive’s 's unpaid Base Salary and accrued vacation pay through the Executive’s last day 's Effective Date of workTermination.
(d) An amount equal to the Executive’s unpaid actual 's target annual bonus, paid bonus established for the bonus plan year in which the Executive’s Executive Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days completed in the then-existing fiscal year through the Effective Date of Termination and the denominator of which is three hundred sixty-five (365). Any payments hereunder are in lieu of any bonuses otherwise payable under the Company’s 's applicable annual incentive plans.
(e) A lump sum payment of seventySeventy-five thousand dollars Five Thousand Dollars ($75,000) (net of required payroll and income tax withholding) in order to assist the Executive in paying for replacement health and welfare coverage for a reasonable period following the Executive’s 's Effective Date of Termination. CIC Tier I US.
(f) Full vesting of the Executive’s 's benefits under any and all supplemental retirement plans in which the Executive participates. For purposes of determining the amount of an Executive’s 's benefits in such plans, such benefits shall be calculated under the assumption that the Executive’s 's employment continued following the Effective Date of Termination for three (3) full years (i.e., three (3) additional years of age and service credits shall be added); provided, however, that for purposes of determining “"final average pay” " under such programs, the Executive’s 's actual pay history as of the effective date Effective Date of termination Termination shall be used. Payout of such amounts shall occur at the time established under such plans. To the extent that the Executive is subject to a reduction of such benefits due to application of any early retirement provisions, the three (3) additional years of age shall be incorporated in the early retirement reduction calculation so as to offset such reduction. Also, three (3) additional years of age, but not any additional service, shall be used to determine the Executive’s 's eligibility for early retirement benefits.
(g) Unless otherwise provided in the instrument instruments evidencing the Equity Award Awards or in a written employment or other agreement between the Executive and the Company and subject to the requirements of Section 409A of the Code, to the extent applicable:
(i) Full vesting of any Equity Awards, which shall become immediately exercisable and remain exercisable throughout their entire term;
(ii) Termination or lapsing of any restriction periods and restrictions imposed on such Equity Awards that are not performance based;
(iii) Termination or lapsing of any restriction or other conditions applicable to any such Equity Awards and such Equity Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant; and
(iv) Recognition of the target payout opportunities attainable under all outstanding Equity Awards that are performance-based, which Equity Awards shall be deemed to have been fully earned for the entire performance periods and restrictions on such Equity Awards shall lapse and such Equity Awards shall be immediately settled or distributed.
Appears in 1 contract
Samples: Executive Change in Control Agreement (Weyerhaeuser Co)
Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits (and further contingent on the proper execution of the Non-Competition and Release Agreement as set forth in Section 4.8), as provided in Sections 4.1 and 4.2, and subject to the cap described in Section 6.1, the Company shall pay to the Executive and provide him with the following:
(a) An amount equal to three (3) times the highest rate of the Executive’s annualized Base Salary rate in effect at any time up to and including the Effective Date of Termination.
(b) An amount equal to three (3) times the Executive’s target annual bonus established for the bonus plan year in which the Executive’s Effective Date of Termination occurs (or, if higher, the target annual bonus established for the bonus plan year in which the CIC occurs).
(c) An amount equal to the Executive’s unpaid Base Salary and accrued vacation pay through the Executive’s last day of work.
(d) An amount equal to the Executive’s unpaid actual targeted annual bonus, paid established for the plan year in which the Executive’s Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days completed in the then-existing fiscal year through the Effective Date of Termination and the denominator of which is three hundred sixty-five (365). Any payments hereunder are in lieu of any bonuses otherwise payable under the Company’s applicable annual incentive plans.
(e) A lump sum payment of seventy-five thousand dollars ($75,000) (net of required payroll and income tax withholding) in order to assist the Executive in paying for replacement health and welfare coverage for a reasonable period following the Executive’s Effective Date of Termination. CIC Tier I US.
(f) Full vesting of the Executive’s benefits under any and all supplemental retirement plans in which the Executive participates. For purposes of determining the amount of an Executive’s benefits in such plans, such benefits shall be calculated under the assumption that the Executive’s employment continued following the Effective Date of Termination for three (3) full years (i.e., three (3) additional CIC Tier I US years of age and service credits shall be added); provided, however, that for purposes of determining “final average pay” under such programs, the Executive’s actual pay history as of the effective date of termination shall be used. Payout of such amounts shall occur at the time established under such plans. To the extent that the Executive is subject to a reduction of such benefits due to application of any early retirement provisions, the three (3) additional years of age shall be incorporated in the early retirement reduction calculation so as to offset such reduction. Also, three (3) additional years of age, but not any additional service, shall be used to determine the Executive’s eligibility for early retirement benefits.
(g) Unless otherwise provided in the instrument evidencing the Equity Award or in a written employment or other agreement between the Executive and the Company and subject An amount equal to the requirements of Section 409A value of the Code, to the extent applicable:
stock equivalents representing premiums (iincluding any appreciation and dividend equivalents) Full vesting of any Equity Awards, which shall become immediately exercisable and remain exercisable throughout their entire term;
(ii) Termination or lapsing of any restriction periods and restrictions imposed on such Equity Awards that are not performance based;
(iii) Termination or lapsing of any restriction or other conditions applicable to any forfeited under the Weyerhaeuser Company Deferred Compensation Plan, in connection with the Executive’s Qualifying Termination. If no such Equity Awards and such Equity Awards shall become free of all restrictionspremiums are forfeited under the Weyerhaeuser Company Deferred Compensation Plan, limitations or conditions and become fully vested and transferable to the full extent of the original grant; and
(iv) Recognition of the target payout opportunities attainable under all outstanding Equity Awards that are performance-based, which Equity Awards then no amount shall be deemed to have been fully earned for the entire performance periods and restrictions on such Equity Awards shall lapse and such Equity Awards shall be immediately settled or distributedpayable under this Section 4.3(g).
Appears in 1 contract
Samples: Executive Change in Control Agreement (Weyerhaeuser Co)
Description of Severance Benefits. In the event that If the Executive becomes entitled to receive Severance Benefits (and further contingent on upon the proper execution of the Non-Competition and Release Agreement as set forth in Section 4.8), as provided in Sections 4.1 and 4.2, and subject to the cap described in Section 6.1, the Company shall pay to the Executive and provide him or her with the following:
(a) An amount equal to three (3) times the highest rate of the Executive’s annualized Base Salary rate in effect at any time up to and including the Effective Date of Termination.
(b) An amount equal to three (3) times the Executive’s target annual bonus established for the bonus plan year in which the Executive’s Effective Date of Termination occurs (or, if higher, the target annual bonus established for the bonus plan year in which the CIC occurs).
(c) An amount equal to the Executive’s unpaid Base Salary and accrued vacation pay through the Executive’s last day of work.
(d) An amount equal to the Executive’s unpaid actual targeted annual bonus, paid established for the plan year in which the Executive’s Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days completed in the then-–existing fiscal year through the Effective Date of Termination Termination, and the denominator of which is three hundred sixty-five (365). Any payments hereunder are in lieu of any bonuses otherwise payable under the Company’s applicable annual incentive plans.
(e) A lump sum payment of seventy-five thousand dollars ($75,000) 75,000 (net of required payroll and income tax withholding) in order to assist the Executive in paying for replacement health and welfare coverage for a reasonable period following the Executive’s Effective Date of Termination. CIC Tier I US.
(f) Full vesting of the Executive’s benefits under any and all supplemental retirement plans in which the Executive participates. For purposes of determining the amount of an Executive’s benefits in such plans, such benefits shall be calculated under the assumption that the Executive’s employment continued following the Effective Date of Termination for three (3) full years (i.e., three (3) additional CIC Tier I Canada years of age and service credits shall be added); provided, however, that for purposes of determining “final average pay” under such programs, the Executive’s actual pay history as of the effective date of termination shall be used. Payout of such amounts shall occur at the time established under such plans. To the extent that the Executive is subject to a reduction of such benefits due to application of any early retirement provisions, the three (3) additional years of age shall be incorporated in the early retirement reduction calculation so as to offset such reduction. Also, three (3) additional years of age, but not any additional service, shall be used to determine the Executive’s eligibility for early retirement benefits.
(g) Unless otherwise provided in the instrument evidencing the Equity Award or in a written employment or other agreement between the Executive and the Company and subject An amount equal to the requirements of Section 409A value of the Code, to the extent applicable:
stock equivalents representing premiums (iincluding any appreciation and dividend equivalents) Full vesting of any Equity Awards, which shall become immediately exercisable and remain exercisable throughout their entire term;
(ii) Termination or lapsing of any restriction periods and restrictions imposed on such Equity Awards that are not performance based;
(iii) Termination or lapsing of any restriction or other conditions applicable to any forfeited under the Weyerhaeuser Company Deferred Compensation Plan, in connection with the Executive’s Qualifying Termination. If no such Equity Awards and such Equity Awards shall become free of all restrictionspremiums are forfeited under the Weyerhaeuser Company Deferred Compensation Plan, limitations or conditions and become fully vested and transferable to the full extent of the original grant; and
(iv) Recognition of the target payout opportunities attainable under all outstanding Equity Awards that are performance-based, which Equity Awards then no amount shall be deemed to have been fully earned for the entire performance periods and restrictions on such Equity Awards shall lapse and such Equity Awards shall be immediately settled or distributedpayable under this Section 4.3(g).
Appears in 1 contract
Samples: Executive Change in Control Agreement (Weyerhaeuser Co)
Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits (and further contingent on the proper execution of the Non-Competition and Release Agreement as set forth in Section 4.8), as provided in Sections 4.1 and 4.2, the Company shall pay to the Executive and provide him with the following:
(a) An amount equal to three two (32) times the highest rate of the Executive’s annualized Base Salary rate in effect at any time up to and including the Effective Date of Termination.
(b) An amount equal to three two (32) times the Executive’s target annual bonus established for the bonus plan year in which the Executive’s Effective Date of Termination occurs (or, if higher, the target annual bonus established for the bonus plan year in which the CIC occurs).
(c) An amount equal to the Executive’s unpaid Base Salary and accrued vacation pay through the Executive’s last day of work.
(d) An amount equal to the Executive’s unpaid actual annual bonus, paid for the plan year in which the Executive’s Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days completed in the then-existing fiscal year through the Effective Date of Termination and the denominator of which is three hundred sixty-five (365). Any payments hereunder are in lieu of any bonuses otherwise payable under the Company’s applicable annual incentive plans.
(e) A lump sum payment of seventy-five thousand dollars ($75,000) (net of required payroll and income tax withholding) in order to assist the Executive in paying for replacement health and welfare coverage for a reasonable period following the Executive’s Effective Date of Termination. CIC Tier I US.
(f) Full vesting of the Executive’s benefits under any and all supplemental retirement plans in which the Executive participates. For purposes of determining the amount of an Executive’s benefits in such plans, such benefits shall be calculated under the assumption that the Executive’s employment continued following the Effective Date of Termination for three two (32) full years (i.e., three two (32) additional years of age and service credits shall be added); provided, however, that for purposes of determining “final average pay” under such programs, the Executive’s actual pay pay
(a) history as of the effective date of termination shall be used. Payout of such amounts shall occur at the time established under such plans. To the extent that the Executive is subject to a reduction of such benefits due to application of any early retirement provisions, the three two (32) additional years of age shall be incorporated in the early retirement reduction calculation so as to offset such reduction. Also, three two (32) additional years of age, but not any additional service, shall be used to determine the Executive’s eligibility for early retirement benefits.
(g) Unless otherwise provided in the instrument evidencing the Equity Award or in a written employment or other agreement between the Executive and the Company and subject to the requirements of Section 409A of the Code, to the extent applicable:
(i) Full vesting of any Equity Awards, which shall become immediately exercisable and remain exercisable throughout their entire term;
(ii) Termination or lapsing of any restriction periods and restrictions imposed on such Equity Awards that are not performance based;
(iii) Termination or lapsing of any restriction or other conditions applicable to any such Equity Awards and such Equity Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant; and
(iv) Recognition of the target payout opportunities attainable under all outstanding Equity Awards that are performance-based, which Equity Awards shall be deemed to have been fully earned for the entire performance periods and restrictions on such Equity Awards shall lapse and such Equity Awards shall be immediately settled or distributed.
Appears in 1 contract
Samples: Executive Change in Control Agreement (Weyerhaeuser Co)
Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits (and further contingent on the proper execution of the Non-Competition and Release Agreement as set forth in Section 4.8), as provided in Sections 4.1 and 4.2, the Company shall pay to the Executive and provide him the Executive with the following:
(a) An amount equal to three (3) times the highest rate of the Executive’s annualized Base Salary rate in effect at any time up to and including the Effective Date of Termination.
(b) An amount equal to three (3) times the Executive’s target annual bonus established for the bonus plan year in which the Executive’s Effective Date of Termination occurs (or, if higher, the target annual bonus established for the bonus plan year in which the CIC occurs).
(c) An amount equal to the Executive’s unpaid Base Salary and accrued vacation pay through the Executive’s last day Effective Date of workTermination.
(d) An amount equal to the Executive’s unpaid actual target annual bonus, paid bonus established for the bonus plan year in which the Executive’s Executive Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days completed in the then-existing fiscal year through the Effective Date of Termination and the denominator of which is three hundred sixty-five (365). Any payments hereunder are in lieu of any bonuses otherwise payable under the Company’s applicable annual incentive plans.
(e) A lump sum payment of seventySeventy-five thousand dollars Five Thousand Dollars ($75,000) (net of required payroll and income tax withholding) in order to assist the Executive in paying for replacement health and welfare coverage for a reasonable period following the Executive’s Effective Date of Termination. CIC Tier I US.
(f) Full vesting of the Executive’s benefits under any and all supplemental retirement plans in which the Executive participates. For purposes of determining the amount of an Executive’s benefits in such plans, such benefits shall be calculated under the assumption that the Executive’s employment continued following the Effective Date of Termination for three (3) full years (i.e., three (3) additional years of age and service credits shall be added); provided, however, that for purposes of determining “final average pay” under such programs, the Executive’s actual pay history as of the effective date Effective Date of termination Termination shall be used. Payout of such amounts shall occur at the time established under such plans. To the extent that the Executive is subject to a reduction of such benefits due to application of any early retirement provisions, the three (3) additional years of age shall be incorporated in the early retirement reduction calculation so as to offset such reduction. Also, three (3) additional years of age, but not any additional service, shall be used to determine the Executive’s eligibility for early retirement benefits.
(g) Unless otherwise provided in the instrument instruments evidencing the Equity Award Awards or in a written employment or other agreement between the Executive and the Company and subject to the requirements of Section 409A of the Code, to the extent applicable:
(i) i. Full vesting of any Equity Awards, which shall become immediately exercisable and remain exercisable throughout their entire term;
(ii) . Termination or lapsing of any restriction periods and restrictions imposed on such Equity Awards that are not performance based;
(iii) . Termination or lapsing of any restriction or other conditions applicable to any such Equity Awards and such Equity Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant; and
(iv) . Recognition of the target payout opportunities attainable under all outstanding Equity Awards that are performance-based, which Equity Awards shall be deemed to have been fully earned for the entire performance periods and restrictions on such Equity Awards shall lapse and such Equity Awards shall be immediately settled or distributed.
Appears in 1 contract
Samples: Executive Change in Control Agreement (Plum Creek Timber Co Inc)
Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits (and further contingent on the proper execution of the Non-Competition and Release Agreement as set forth in Section 4.8), as provided in Sections 4.1 and 4.2, the Company shall pay to the Executive and provide him with the following:
(a) An amount equal to three (3) times the highest rate of the Executive’s 's annualized Base Salary rate in effect at any time up to and including the Effective Date of Termination.
(b) An amount equal to three (3) times the Executive’s 's target annual bonus established for the bonus plan year in which the Executive’s 's Effective Date of Termination occurs (or, if higher, the target annual bonus established for the bonus plan year in which the CIC occurs).
(c) An amount equal to the Executive’s 's unpaid Base Salary and accrued vacation pay through the Executive’s 's last day of work.
(d) An amount equal to the Executive’s 's unpaid actual annual bonus, paid for the plan year in which the Executive’s 's Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days completed in the then-existing fiscal year through the Effective Date of Termination and the denominator of which is three hundred sixty-five (365). Any payments hereunder are in lieu of any bonuses otherwise payable under the Company’s 's applicable annual incentive plans.
(e) A lump sum payment of seventy-five thousand dollars ($75,000) (net of required payroll and income tax withholding) in order to assist the Executive in paying for replacement health and welfare coverage for a reasonable period following the Executive’s 's Effective Date of Termination. CIC Tier I US.
(f) Full vesting of the Executive’s 's benefits under any and all supplemental retirement plans in which the Executive participates. For purposes of determining the amount of an Executive’s 's benefits in such plans, such benefits shall be calculated under the assumption that the Executive’s 's employment continued following the Effective Date of Termination for three (3) full years (i.e., three (3) additional years of age and service credits shall be added); provided, however, that for purposes of determining “final average pay” under such programs, the Executive’s 's actual pay history as of the effective date of termination shall be used. Payout of such amounts shall occur at the time established under such plans. To the extent that the Executive is subject to a reduction of such benefits due to application of any early retirement provisions, the three (3) additional years of age shall be incorporated in the early retirement reduction calculation so as to offset such reduction. Also, three (3) additional years of age, but not any additional service, shall be used to determine the Executive’s 's eligibility for early retirement benefits.
(g) Unless otherwise provided in the instrument evidencing the Equity Award or in a written employment or other agreement between the Executive and the Company and subject to the requirements of Section 409A of the Code, to the extent applicable:
(i) Full vesting of any Equity Awards, which shall become immediately exercisable and remain exercisable throughout their entire term;
(ii) Termination or lapsing of any restriction periods and restrictions imposed on such Equity Awards that are not performance based;
(iii) Termination or lapsing of any restriction or other conditions applicable to any such Equity Awards and such Equity Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant; and
(iv) Recognition of the target payout opportunities attainable under all outstanding Equity Awards that are performance-based, which Equity Awards shall be deemed to have been fully earned for the entire performance periods and restrictions on such Equity Awards shall lapse and such Equity Awards shall be immediately settled or distributed.
Appears in 1 contract
Samples: Executive Change in Control Agreement (Weyerhaeuser Co)
Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits (and further contingent on the proper execution of the Non-Competition and Release Agreement as set forth in Section 4.8), as provided in Sections 4.1 and 4.2, the Company shall pay to the Executive and provide him with the following:
(a) An amount equal to three (3) times the highest rate of the Executive’s annualized Base Salary rate in effect at any time up to and including the Effective Date of Termination.
(b) An amount equal to three (3) times the Executive’s target annual bonus established for the bonus plan year in which the Executive’s Effective Date of Termination occurs (or, if higher, the target annual bonus established for the bonus plan year in which the CIC occurs).
(c) An amount equal to the Executive’s unpaid Base Salary and accrued vacation pay through the Executive’s last day of work.
(d) An amount equal to the Executive’s unpaid actual annual bonus, paid for the plan year in which the Executive’s Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days completed in the then-existing fiscal year through the Effective Date of Termination and the denominator of which is three hundred sixty-five (365). Any payments hereunder are in lieu of any bonuses otherwise payable under the Company’s applicable annual incentive plans.
(e) A lump sum payment of seventy-five thousand dollars ($75,000) (net of required payroll and income tax withholding) in order to assist the Executive in paying for replacement health and welfare coverage for a reasonable period following the Executive’s Effective Date of Termination. CIC Tier I US.
(f) Full vesting of the Executive’s benefits under any and all supplemental retirement plans in which the Executive participates. For purposes of determining the amount of an Executive’s benefits in such plans, such benefits shall be calculated under the assumption that the Executive’s employment continued following the Effective Date of Termination for three (3) full years (i.e., three (3) additional years of age and service credits shall be added); provided, however, that for purposes of determining “final average pay” under such programs, the Executive’s actual pay history as of the effective date of termination shall be used. Payout of such amounts shall occur at the time established under such plans. To the extent that the Executive is subject to a reduction of such benefits due to application of any early retirement provisions, the three (3) additional years of age shall be incorporated in the early retirement reduction calculation so as to offset such reduction. Also, three (3) additional years of age, but not any additional service, shall be used to determine the Executive’s eligibility for early retirement benefits.
(g) Unless otherwise provided in the instrument evidencing the Equity Award or in a written employment or other agreement between the Executive and the Company and subject to the requirements of Section 409A of the Code, to the extent applicable:
(i) Full vesting of any Equity Awards, which shall become immediately exercisable and remain exercisable throughout their entire term;
(ii) Termination or lapsing of any restriction periods and restrictions imposed on such Equity Awards that are not performance based;
(iii) Termination or lapsing of any restriction or other conditions applicable to any such Equity Awards and such Equity Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant; and
(iv) Recognition of the target payout opportunities attainable under all outstanding Equity Awards that are performance-based, which Equity Awards shall be deemed to have been fully earned for the entire performance periods and restrictions on such Equity Awards shall lapse and such Equity Awards shall be immediately settled or distributed.offset
Appears in 1 contract
