Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 2.1 and 2.2 herein, the Company shall pay to the Executive and provide him with the following Severance Benefits: (a) A lump-sum amount equal to the Executive’s unpaid Base Salary, accrued vacation pay and unreimbursed business expenses, as well as all other items earned by and owed to the Executive to the extent permitted under Code §409A, through and including the Effective Date of Termination. (b) A lump-sum amount equal to the Executive’s annual target bonus amount, established under the annual bonus plan or plans in which the Executive is then participating, for the bonus plan year in which the Executive’s Effective Date of Termination occurs, multiplied by a fraction the numerator of which is the number of full completed months in the year from January 1 through the Effective Date of Termination, and the denominator of which is twelve (12). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan or plans in which the Executive is then participating for the plan year. (c) A lump-sum amount equal to one (1) multiplied by the higher of: (i) the Executive’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (ii) the Executive’s annual rate of Base Salary in effect on the date of the Change in Control. (d) A lump-sum amount equal to one (1) multiplied by the higher of: (i) the Executive’s annual target bonus established under the annual bonus plan or plans in which the Executive is then participating for the bonus plan year in which the Executive’s Effective Date of Termination occurs, or (ii) the actual annual bonus payment made to the Executive under the annual bonus plan or plans in which the Executive participated in the year preceding the year in which the Effective Date of Termination occurs. (e) An immediate vesting of any and all outstanding cash-based long-term incentive awards held by the Executive, as granted to the Executive by the Company as a component of the Executive’s compensation. In addition, he shall be entitled to receive payment for any vested awards the payment value of which is to be determined after the Effective Date of Termination. The value of all such vested awards shall be the greater of: (i) an amount calculated under the terms of the incentive award, which shall be based on the higher of actual performance goal achievement or target award level established for each award, multiplied by a fraction the numerator of which is the full number of completed calendar months in the preestablished performance period as of the Effective Date of Termination, and the denominator of which is the full number of months in the entire performance period; or (ii) the amount to which the Executive would be entitled under the terms of the long-term incentive award in the absence of this provision. The amount, timing and form of payment of the vested awards shall be determined pursuant to the terms of the long-term incentive awards. (f) An immediate vesting and the lapse of all restrictions on any and all outstanding stock-based awards held by the Executive, including the maximum amount of any performance-based awards, if any, to the extent not already provided for in the award agreement. (g) Equivalent payment for continued medical coverage under the Company’s group health plan and/or under the Company’s supplemental executive medical expense reimbursement plan (“MERP”), if any, for a period of twelve (12) months following the date of Separation from Service, based on the same coverage level, including dependent coverage, as in effect on the Effective Date of Termination. Executive’s dependents shall be entitled to continue coverage for the full twelve (12) month period following the Effective Date of Termination, even if the Executive dies during such period. Each payment or premium discount provided under this subsection shall be considered a separate payment for purposes of Code §409A. Equivalent payment under this subsection shall be provided as follows: (i) With respect to coverage other than the MERP, such equivalent payment shall be provided by: (A) providing reimbursement of the portion of the monthly COBRA premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the Company’s plans for the twelve (12) month period, or such shorter period, of time during which Executive has COBRA coverage, or a direct reduction in premiums in lieu of reimbursement if determined by the Company in its discretion; and (B) if for any reason during the twelve (12) month period following the Effective Date of Termination, Executive does not have COBRA coverage under the Company’s group health plan, the Company shall make an additional lump sum payment to Executive (or to Executive’s estate if Executive has died), equal to the reimbursement described in clause (i)(A) of this subsection for the first monthly COBRA premium times the number of months in the period from the date Executive’s COBRA coverage ends through the end of the twelfth (12th) month following the Effective Date of Termination. (ii) The Company shall also pay a lump-sum payment equal to the portion of the monthly MERP premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the MERP for a period of twelve (12) months. (h) Up to $25,000 for reimbursement of amounts paid by the Executive for reasonable outplacement services from a reputable executive search firm of the Executive’s selection (or direct payment to such search firm), to the extent that the Executive incurs such expenses (i) as a direct result of the Separation from Service and (ii) within twelve (12) months after the date of the Separation from Service. Notwithstanding anything in this Agreement to the contrary, the Company shall provide any reimbursements described in this Section 2.3(h) to the Executive on or before the December 31 of the third calendar year following the calendar year that includes the Separation from Service.
Appears in 2 contracts
Samples: Executive Change in Control Severance and Restrictive Covenant Agreement (Enova International, Inc.), Executive Change in Control Severance and Restrictive Covenant Agreement (Enova International, Inc.)
Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 2.1 and 2.2 herein, the Company shall pay to the Executive and provide him with the following Severance Benefits:
(a) A lump-sum amount equal to the Executive’s unpaid Base Salary, accrued vacation pay and pay, unreimbursed business expenses, as well as and all other items earned by and owed to the Executive to the extent permitted under Code §409A, through and including the Effective Date of Termination. This amount shall be paid in accordance with the Company’s normal payroll procedures.
(b) A lump-sum amount equal to the Executive’s annual target bonus amount, established under the annual bonus plan or plans in which the Executive is then participating, for the bonus plan year in which the Executive’s Effective Date award earned as of Termination occurs, multiplied by a fraction the numerator of which is the number of full completed months in the year from January 1 through the Effective Date of Termination, and based on actual year-to-date performance, as determined at the denominator of which is twelve Committee’s discretion (12excluding any special bonus payments). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan or plans in which the Executive is then participating for the plan year.
(c) A lump-sum An aggregate amount equal to one (1) -1/2 multiplied by the sum of the following: (i) the higher of: (iA) the Executive’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (iiB) the Executive’s annual rate of Base Salary in effect on the date of the Change in Control.
; and (dii) A lump-sum amount equal to one the average of the actual annual bonus earned (1whether or not deferred) multiplied by the higher of: Executive under the annual bonus plan (iexcluding any special bonus payments) in which the Executive participated in the 3 years preceding the year in which the Executive’s Effective Date of Termination occurs. If the Executive has less than 3 years of annual bonus participation preceding the year in which the Executive’s Effective Date of Termination occurs, then the Executive’s annual target bonus established under the annual bonus plan or plans in which the Executive is then participating for the bonus plan year in which the Executive’s Effective Date of Termination occursoccurs shall be used for each year that the Executive did not participate in the annual bonus plan, up to a maximum of three years, to calculate the three year average bonus payment. Payments shall be made in 18-monthly installments. The first installment shall be equal to 1/18th of the aggregate amount, and shall be paid on the 60th day following the Effective Date of Termination, and subsequent installments shall be paid on the last business day of each succeeding month; provided that Executive’s entitlement to each such installment shall be contingent upon execution (and non-revocation) by Executive of a release as described in Section 10.1 before the payment date under this Agreement for each such installment. Each monthly installment thereafter shall increase by a percentage equal to 1/12th of the Federal Funds rate in effect on the last day of the month preceding payment. All payments are subject to applicable taxes.
(d) A lump-sum amount equal to 1/2 multiplied by the sum of the following: (i) the higher of: (A) the Executive’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (B) the Executive’s annual rate of Base Salary in effect on the date of the Change in Control; and (ii) the average of the actual annual bonus payment made to earned (whether or not deferred) by the Executive under the annual bonus plan or plans (excluding any special bonus payments) in which the Executive participated in the year three years preceding the year in which the Executive’s Effective Date of Termination occurs. If the Executive has less than three years of annual bonus participation preceding the year in which the Executive’s Effective Date of Termination occurs, then the Executive’s annual target bonus established under the annual bonus plan in which the Executive is then participating for the bonus plan year in which the Executive’s Effective Date of Termination occurs shall be used for each year that the Executive did not participate in the annual bonus plan, up to a maximum of three years, to calculate the three year average bonus payment. Such amount shall be in consideration for the Executive entering into a noncompete agreement as described in Article 4 herein.
(e) An immediate vesting of any and all outstanding cash-based long-term incentive awards held by the Executive, as granted to the Executive by the Company as a component of the Executive’s compensation. In addition, he shall be entitled to receive payment for any vested awards the payment value of which is to be determined after the Effective Date of Termination. The value of all such vested awards shall be the greater of: (i) an amount calculated under the terms of the incentive award, which shall be based on the higher of actual performance goal achievement or target award level established for each award, multiplied by a fraction the numerator of which is the full number of completed calendar months in the preestablished performance period as of the Effective Date of Termination, and the denominator of which is the full number of months in the entire performance period; or (ii) the amount to which the Executive would be entitled under the terms of the long-term incentive award in the absence of this provision. The amount, timing and form of payment of the vested awards shall be determined pursuant to the terms of the long-term incentive awards.[Intentionally Omitted]
(f) An Upon the occurrence of a Change in Control, an immediate full vesting and the lapse of all restrictions on any and all outstanding stockequity-based long-term incentives, including but not limited to stock options and restricted stock awards held by the Executive, including the maximum amount of . This provision shall override any performance-based awards, if any, to the extent not already provided for conflicting language contained in the award agreementExecutive’s respective Award Agreements.
(g) Equivalent payment To the extent that Executive’s employer contribution account, other than for continued medical coverage under matching contributions, in the Company’s group health plan and/or under the Company’s supplemental executive medical expense reimbursement plan Xxxxxxx Group, LLC Retirement Savings Plan No. 1 (“MERPRSP”)) is forfeited upon termination of employment, if any, for a period of twelve (12) months following the date of Separation from Service, based on the same coverage level, including dependent coverage, as in effect on the Effective Date of Termination. Executive’s dependents shall be entitled to continue coverage for the full twelve (12) month period following the Effective Date of Termination, even if the Executive dies during such period. Each payment or premium discount provided under this subsection shall be considered a separate payment for purposes of Code §409A. Equivalent payment under this subsection shall be provided as follows:
(i) With respect to coverage other than the MERP, such equivalent payment shall be provided by:
(A) providing reimbursement of the portion of the monthly COBRA premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the Company’s plans for the twelve (12) month period, or such shorter period, of time during which Executive has COBRA coverage, or a direct reduction in premiums in lieu of reimbursement if determined by the Company in its discretion; and
(B) if for any reason during the twelve (12) month period following the Effective Date of Termination, Executive does not have COBRA coverage under the Company’s group health plan, the Company shall make an additional lump sum payment to Executive (or to Executive’s estate if Executive has died), amount equal to the reimbursement described in clause (i)(A) of this subsection for amounts forfeited under the first monthly COBRA premium times RSP will be paid, subject to applicable taxes, during the number of months in the 60 day period from the date Executive’s COBRA coverage ends through the end of the twelfth (12th) month following the Effective Date of Termination.
(ii) The Company shall also pay a lump-sum payment equal to the portion of the monthly MERP premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the MERP for a period of twelve (12) months.
(h) Up to $25,000 Continuation for reimbursement of amounts paid by the Executive for reasonable outplacement services from a reputable executive search firm 24 months of the Executive’s selection (or direct payment to such search firm), to the extent that the Executive incurs such expenses (i) as a direct result of the Separation from Service medical insurance and (ii) within twelve (12) months after the date of the Separation from Servicelife insurance coverage. Notwithstanding anything in this Agreement to the contrary, These benefits shall be provided by the Company shall provide any reimbursements described in this Section 2.3(h) to the Executive on or before beginning immediately upon the December 31 of the third calendar year following the calendar year that includes the Separation from Service.Effective Date of
Appears in 2 contracts
Samples: Executive Change in Control Severance Agreement, Executive Change in Control Severance Agreement (Mueller Water Products, Inc.)
Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 2.1 and 2.2 herein, the Company shall pay to the Executive and provide him with the following Severance Benefits:
(a) A lump-sum amount equal to the Executive’s unpaid Base Salary, accrued vacation pay and unreimbursed business expenses, as well as all other items earned by and owed to the Executive to the extent permitted under Code §Section 409A, through and including the Effective Date of Termination.
(b) A lump-sum amount equal to the Executive’s annual target bonus amount, established under the annual bonus plan or plans in which the Executive is then participating, for the bonus plan year in which the Executive’s Effective Date of Termination occurs, multiplied by a fraction the numerator of which is the number of full completed months in the year from January 1 through the Effective Date of Termination, and the denominator of which is twelve (12). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan or plans in which the Executive is then participating for the plan year.
(c) A lump-sum amount equal to one two (12) multiplied by the higher of: (i) the Executive’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (ii) the Executive’s annual rate of Base Salary in effect on the date of the Change in Control.
(d) A lump-sum amount equal to one two (12) multiplied by the higher of: (i) the Executive’s annual target bonus established under the annual bonus plan or plans in which the Executive is then participating for the bonus plan year in which the Executive’s Effective Date of Termination occurs, or (ii) the actual annual bonus payment made to the Executive under the annual bonus plan or plans in which the Executive participated in the year preceding the year in which the Effective Date of Termination occurs.
(e) An immediate vesting of any and all outstanding cash-based long-term incentive awards held by the Executive, as granted to the Executive by the Company as a component of the Executive’s compensation. In addition, he shall be entitled to receive payment for any The vested awards the payment value of which is to be determined after the Effective Date of Termination. The value of all such vested awards amount shall be the greater of: (i) an amount calculated under the terms of the incentive award, which shall be award based on the higher of actual performance goal achievement or target award level established for each award, multiplied by a fraction the numerator of which is the full number of completed calendar months in the preestablished performance period as of the Effective Date of Termination, and the denominator of which is the full number of months in the entire performance period; or (ii) the amount to which the Executive would be entitled under the terms of the long-term incentive award in the absence of this provision. The amount, timing time and form of payment of the this vested awards amount shall be determined pursuant to the terms of the long-term incentive awards.
(f) An immediate vesting and the lapse of all restrictions on any and all outstanding stock-based awards held by the Executive, including the maximum amount of any performance-based awards, if any, to the extent not already provided for in the award agreement.
(g) Equivalent payment for continued medical coverage under the Company’s group health plan and/or under the Company’s supplemental executive medical expense reimbursement plan (“MERP”), if any, for a period of twelve twenty-four (1224) months following the date of Separation from Service, based on the same coverage level, including dependent coverage, as in effect on the Effective Date of Termination. Executive’s dependents shall be entitled to continue coverage for the full twelve twenty four (1224) month period following the Effective Date of Termination, even if the Executive dies during such period. Each payment or premium discount provided under this subsection shall be considered a separate payment for purposes of Code §Section 409A. Equivalent payment under this subsection shall be provided as follows:
(i) With respect to coverage other than the MERP, such equivalent payment shall be provided by:
(A) providing reimbursement of the portion of the monthly COBRA premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the Company’s plans for the twelve eighteen (1218) month period, or such shorter period, of time during which Executive has COBRA coverage, or a direct reduction in premiums in lieu of reimbursement if determined by the Company in its discretion;
(B) providing a lump-sum payment equal to the reimbursement described in clause (i)(A) of this subsection for the first monthly COBRA premium (the “Company’s Share of Monthly COBRA Premiums”) times six (6); and
(BC) if for any reason during the twelve eighteen (1218) month period following the Effective Date of Termination, Executive does not have COBRA coverage under the Company’s group health plan, the Company shall make an additional lump sum payment to Executive (or to Executive’s estate if Executive has died), equal to the reimbursement described in clause (i)(A) Company’s Share of this subsection for the first monthly Monthly COBRA premium Premiums times the number of months in the period from the date Executive’s COBRA coverage ends through the end of the twelfth eighteenth (12th18th) month following the Effective Date of Termination.
(ii) The Company shall also pay a lump-sum payment equal to the portion of the monthly MERP premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the MERP for a period of twelve twenty four (1224) months.
(h) Up to $25,000 50,000 for reimbursement of amounts paid by the Executive for reasonable outplacement services from a reputable executive search firm of the Executive’s selection (or direct payment to such search firm), to the extent that the Executive incurs such expenses (i) as a direct result of the Separation from Service and (ii) within twelve (12) months after the date of the Separation from Service. Notwithstanding anything in this Agreement to the contrary, the Company shall provide any reimbursements described in this Section 2.3(h) to the Executive on or before the December 31 of the third calendar year following the calendar year that includes the Separation from Service.
Appears in 2 contracts
Samples: Executive Change in Control Severance and Restrictive Covenant Agreement (Enova International, Inc.), Executive Change in Control Severance and Restrictive Covenant Agreement (Enova International, Inc.)
Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 2.1 and 2.2 herein, the Company shall pay to the Executive and provide him with the following Severance Benefits:
(a) A lump-sum amount equal to the Executive’s unpaid Base Salary, accrued vacation pay and unreimbursed business expenses, as well as all other items earned by and owed to the Executive to the extent permitted under Code §409A, through and including the Effective Date of Termination.
(b) A lump-sum amount equal to the Executive’s annual target bonus amount, established under the annual bonus plan or plans in which the Executive is then participating, for the bonus plan year in which the Executive’s Effective Date of Termination occurs, multiplied by a fraction the numerator of which is the number of full completed months in the year from January 1 through the Effective Date of Termination, and the denominator of which is twelve (12). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan or plans in which the Executive is then participating for the plan year.
(c) A lump-sum amount equal to one two (12) multiplied by the higher of: (i) the Executive’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (ii) the Executive’s annual rate of Base Salary in effect on the date of the Change in Control.
(d) A lump-sum amount equal to one two (12) multiplied by the higher of: (i) the Executive’s annual target bonus established under the annual bonus plan or plans in which the Executive is then participating for the bonus plan year in which the Executive’s Effective Date of Termination occurs, or (ii) the actual annual bonus payment made to the Executive under the annual bonus plan or plans in which the Executive participated in the year preceding the year in which the Effective Date of Termination occurs.
(e) An immediate vesting of any and all outstanding cash-based long-term incentive awards held by the Executive, as granted to the Executive by the Company as a component of the Executive’s compensation. In addition, he shall be entitled to receive payment for any vested awards the payment value of which is to be determined after the Effective Date of Termination. The value of all such vested awards shall be the greater of: (i) an amount calculated under the terms of the incentive award, which shall be based on the higher of actual performance goal achievement or target award level established for each award, multiplied by a fraction the numerator of which is the full number of completed calendar months in the preestablished performance period as of the Effective Date of Termination, and the denominator of which is the full number of months in the entire performance period; or (ii) the amount to which the Executive would be entitled under the terms of the long-term incentive award in the absence of this provision. The amount, timing and form of payment of the vested awards shall be determined pursuant to the terms of the long-term incentive awards.
(f) An immediate vesting and the lapse of all restrictions on any and all outstanding stock-based awards held by the Executive, including the maximum amount of any performance-based awards, if any, to the extent not already provided for in the award agreement.
(g) Equivalent payment for continued medical coverage under the Company’s group health plan and/or under the Company’s supplemental executive medical expense reimbursement plan (“MERP”), if any, for a period of twelve twenty-four (1224) months following the date of Separation from Service, based on the same coverage level, including dependent coverage, as in effect on the Effective Date of Termination. Executive’s dependents shall be entitled to continue coverage for the full twelve twenty-four (1224) month period following the Effective Date of Termination, even if the Executive dies during such period. Each payment or premium discount provided under this subsection shall be considered a separate payment for purposes of Code §409A. Equivalent payment under this subsection shall be provided as follows:
(i) With respect to coverage other than the MERP, such equivalent payment shall be provided by:
(A) providing reimbursement of the portion of the monthly COBRA premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the Company’s plans for the twelve eighteen (1218) month period, or such shorter period, of time during which Executive has COBRA coverage, or a direct reduction in premiums in lieu of reimbursement if determined by the Company in its discretion;
(B) providing a lump-sum payment equal to the reimbursement described in clause (i)(A) of this subsection for the first monthly COBRA premium times six (6); and
(BC) if for any reason during the twelve eighteen (1218) month period following the Effective Date of Termination, Executive does not have COBRA coverage under the Company’s group health plan, the Company shall make an additional lump sum payment to Executive (or to Executive’s estate if Executive has died), equal to the reimbursement described in clause (i)(A) of this subsection for the first monthly COBRA premium times the number of months in the period from the date Executive’s COBRA coverage ends through the end of the twelfth eighteenth (12th18th) month following the Effective Date of Termination.
(ii) The Company shall also pay a lump-sum payment equal to the portion of the monthly MERP premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the MERP for a period of twelve twenty-four (1224) months.
(h) Up to $25,000 50,000 for reimbursement of amounts paid by the Executive for reasonable outplacement services from a reputable executive search firm of the Executive’s selection (or direct payment to such search firm), to the extent that the Executive incurs such expenses (i) as a direct result of the Separation from Service and (ii) within twelve twenty-four (1224) months after the date of the Separation from Service. Notwithstanding anything in this Agreement to the contrary, the Company shall provide any reimbursements described in this Section 2.3(h) to the Executive on or before the December 31 of the third calendar year following the calendar year that includes the Separation from Service.
Appears in 2 contracts
Samples: Executive Change in Control Severance and Restrictive Covenant Agreement (Enova International, Inc.), Executive Change in Control Severance and Restrictive Covenant Agreement (Enova International, Inc.)
Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 2.1 and 2.2 herein, the Company shall pay to the Executive and provide him with the following Severance Benefits:
(a) A lump-sum amount equal to the Executive’s unpaid Base Salary, accrued vacation pay and unreimbursed business expenses, as well as all other items earned by and owed to the Executive to the extent permitted under Code §Section 409A, through and including the Effective Date of Termination.
(b) A lump-sum amount equal to the Executive’s annual target bonus amount, established under the annual bonus plan or plans in which the Executive is then participating, for the bonus plan year in which the Executive’s Effective Date of Termination occurs, multiplied by a fraction the numerator of which is the number of full completed months in the year from January 1 through the Effective Date of Termination, and the denominator of which is twelve (12). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan or plans in which the Executive is then participating for the plan year.
(c) A lump-sum amount equal to one (1) multiplied by the higher of: (i) the Executive’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (ii) the Executive’s annual rate of Base Salary in effect on the date of the Change in Control.
(d) A lump-sum amount equal to one (1) multiplied by the higher of: (i) the Executive’s annual target bonus established under the annual bonus plan or plans in which the Executive is then participating for the bonus plan year in which the Executive’s Effective Date of Termination occurs, or (ii) the actual annual bonus payment made to the Executive under the annual bonus plan or plans in which the Executive participated in the year preceding the year in which the Effective Date of Termination occurs.
(e) An immediate vesting of any and all outstanding cash-based long-term incentive awards held by the Executive, as granted to the Executive by the Company as a component of the Executive’s compensation. In addition, he shall be entitled to receive payment for any The vested awards the payment value of which is to be determined after the Effective Date of Termination. The value of all such vested awards amount shall be the greater of: (i) an amount calculated under the terms of the incentive award, which shall be award based on the higher of actual performance goal achievement or target award level established for each award, multiplied by a fraction the numerator of which is the full number of completed calendar months in the preestablished performance period as of the Effective Date of Termination, and the denominator of which is the full number of months in the entire performance period; or (ii) the amount to which the Executive would be entitled under the terms of the long-term incentive award in the absence of this provision. The amount, timing time and form of payment of the this vested awards amount shall be determined pursuant to the terms of the long-term incentive awards.
(f) An immediate vesting and the lapse of all restrictions on any and all outstanding stock-based awards held by the Executive, including the maximum amount of any performance-based awards, if any, to the extent not already provided for in the award agreement.
(g) Equivalent payment for continued medical coverage under the Company’s group health plan and/or under the Company’s supplemental executive medical expense reimbursement plan (“MERP”), if any, for a period of twelve (12) months following the date of Separation from Service, based on the same coverage level, including dependent coverage, as in effect on the Effective Date of Termination. Executive’s dependents shall be entitled to continue coverage for the full twelve (12) month period following the Effective Date of Termination, even if the Executive dies during such period. Each payment or premium discount provided under this subsection shall be considered a separate payment for purposes of Code §Section 409A. Equivalent payment under this subsection shall be provided as follows:
(i) With respect to coverage other than the MERP, such equivalent payment shall be provided by:
(A) providing reimbursement of the portion of the monthly COBRA premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the Company’s plans for the twelve (12) month period, or such shorter period, of time during which Executive has COBRA coverage, or a direct reduction in premiums in lieu of reimbursement if determined by the Company in its discretion; and
(B) if for any reason during the twelve (12) month period following the Effective Date of Termination, Executive does not have COBRA coverage under the Company’s group health plan, the Company shall make an additional lump sum payment to Executive (or to Executive’s estate if Executive has died), equal to the reimbursement described in clause (i)(A) of this subsection for the first monthly COBRA premium times the number of months in the period from the date Executive’s COBRA coverage ends through the end of the twelfth (12th) month following the Effective Date of Termination.
(ii) The Company shall also pay a lump-sum payment equal to the portion of the monthly MERP premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the MERP for a period of twelve (12) months.
(h) Up to $25,000 50,000 for reimbursement of amounts paid by the Executive for reasonable outplacement services from a reputable executive search firm of the Executive’s selection (or direct payment to such search firm), to the extent that the Executive incurs such expenses (i) as a direct result of the Separation from Service and (ii) within twelve (12) months after the date of the Separation from Service. Notwithstanding anything in this Agreement to the contrary, the Company shall provide any reimbursements described in this Section 2.3(h) to the Executive on or before the December 31 of the third calendar year following the calendar year that includes the Separation from Service.
Appears in 2 contracts
Samples: Executive Change in Control Severance and Restrictive Covenant Agreement (Enova International, Inc.), Executive Change in Control Severance and Restrictive Covenant Agreement (Enova International, Inc.)
Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 2.1 and 2.2 herein, the Company shall pay to the Executive and provide him with the following Severance Benefits:
(a) A lump-sum amount equal to the Executive’s unpaid Base Salary, accrued vacation pay and unreimbursed business expenses, as well as all other items earned by and owed to the Executive to the extent permitted under Code §Section 409A, through and including the Effective Date of Termination.
(b) A lump-sum amount equal to the Executive’s annual target bonus amount, established under the annual bonus plan or plans in which the Executive is then participating, for the bonus plan year in which the Executive’s Effective Date of Termination occurs, multiplied by a fraction the numerator of which is the number of full completed months in the year from January 1 through the Effective Date of Termination, and the denominator of which is twelve (12). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan or plans in which the Executive is then participating for the plan year.
(c) A lump-sum amount equal to one two (12) multiplied by the higher of: (i) the Executive’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (ii) the Executive’s annual rate of Base Salary in effect on the date of the Change in Control.
(d) A lump-sum amount equal to one two (12) multiplied by the higher of: (i) the Executive’s annual target bonus established under the annual bonus plan or plans in which the Executive is then participating for the bonus plan year in which the Executive’s Effective Date of Termination occurs, or (ii) the actual annual bonus payment made to the Executive under the annual bonus plan or plans in which the Executive participated in the year preceding the year in which the Effective Date of Termination occurs.
(e) An immediate vesting of any and all outstanding cash-based long-term incentive awards held by the Executive, as granted to the Executive by the Company as a component of the Executive’s compensation. In addition, he shall be entitled to receive payment for any The vested awards the payment value of which is to be determined after the Effective Date of Termination. The value of all such vested awards amount shall be the greater of: (i) an amount calculated under the terms of the incentive award, which shall be award based on the higher of actual performance goal achievement or target award level established for each award, multiplied by a fraction the numerator of which is the full number of completed calendar months in the preestablished performance period as of the Effective Date of Termination, and the denominator of which is the full number of months in the entire performance period; or (ii) the amount to which the Executive would be entitled under the terms of the long-term incentive award in the absence of this provision. The amount, timing time and form of payment of the this vested awards amount shall be determined pursuant to the terms of the long-term incentive awards.
(f) An immediate vesting and the lapse of all restrictions on any and all outstanding stock-based awards held by the Executive, including the maximum amount of any performance-based awards, if any, to the extent not already provided for in the award agreement.
(g) Equivalent payment for continued medical coverage under the Company’s group health plan and/or under the Company’s supplemental executive medical expense reimbursement plan (“MERP”), if any, for a period of twelve twenty-four (1224) months following the date of Separation from Service, based on the same coverage level, including dependent coverage, as in effect on the Effective Date of Termination. Executive’s dependents shall be entitled to continue coverage for the full twelve twenty-four (1224) month period following the Effective Date of Termination, even if the Executive dies during such period. Each payment or premium discount provided under this subsection shall be considered a separate payment for purposes of Code §Section 409A. Equivalent payment under this subsection shall be provided as follows:
(i) With respect to coverage other than the MERP, such equivalent payment shall be provided by:
(A) providing reimbursement of the portion of the monthly COBRA premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the Company’s plans for the twelve eighteen (1218) month period, or such shorter period, of time during which Executive has COBRA coverage, or a direct reduction in premiums in lieu of reimbursement if determined by the Company in its discretion;
(B) providing a lump-sum payment equal to the reimbursement described in clause (i)(A) of this subsection for the first monthly COBRA premium times six (6); and
(BC) if for any reason during the twelve eighteen (1218) month period following the Effective Date of Termination, Executive does not have COBRA coverage under the Company’s group health plan, the Company shall make an additional lump sum payment to Executive (or to Executive’s estate if Executive has died), equal to the reimbursement described in clause (i)(A) of this subsection for the first monthly COBRA premium times the number of months in the period from the date Executive’s COBRA coverage ends through the end of the twelfth eighteenth (12th18th) month following the Effective Date of Termination.
(ii) The Company shall also pay a lump-sum payment equal to the portion of the monthly MERP premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the MERP for a period of twelve twenty-four (1224) months.
(h) Up to $25,000 50,000 for reimbursement of amounts paid by the Executive for reasonable outplacement services from a reputable executive search firm of the Executive’s selection (or direct payment to such search firm), to the extent that the Executive incurs such expenses (i) as a direct result of the Separation from Service and (ii) within twelve twenty-four (1224) months after the date of the Separation from Service. Notwithstanding anything in this Agreement to the contrary, the Company shall provide any reimbursements described in this Section 2.3(h) to the Executive on or before the December 31 of the third calendar year following the calendar year that includes the Separation from Service.
Appears in 1 contract
Samples: Executive Change in Control Severance Agreement (Cash America International Inc)
Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 2.1 and 2.2 herein, the Company shall pay to the Executive and provide him with the following Severance Benefits:
(a) A lump-sum amount equal to the Executive’s unpaid Base Salary, accrued vacation pay and unreimbursed business expenses, as well as all other items earned by and owed to the Executive to the extent permitted under Code §Section 409A, through and including the Effective Date of Termination.
(b) A lump-sum amount equal to the Executive’s annual target bonus amount, established under the annual bonus plan or plans in which the Executive is then participating, for the bonus plan year in which the Executive’s Effective Date of Termination occurs, multiplied by a fraction the numerator of which is the number of full completed months in the year from January 1 through the Effective Date of Termination, and the denominator of which is twelve (12). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan or plans in which the Executive is then participating for the plan year.
(c) A lump-sum amount equal to one two (12) multiplied by the higher of: (i) the Executive’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (ii) the Executive’s annual rate of Base Salary in effect on the date of the Change in Control.
(d) A lump-sum amount equal to one two (12) multiplied by the higher of: (i) the Executive’s annual target bonus established under the annual bonus plan or plans in which the Executive is then participating for the bonus plan year in which the Executive’s Effective Date of Termination occurs, or (ii) the actual annual bonus payment made to the Executive under the annual bonus plan or plans in which the Executive participated in the year preceding the year in which the Effective Date of Termination occurs.
(e) An immediate vesting of any and all outstanding cash-based long-term incentive awards held by the Executive, as granted to the Executive by the Company as a component of the Executive’s compensation. In addition, he shall be entitled to receive payment for any vested awards the payment value of which is to be determined after the Effective Date of Termination. The value of all such vested awards shall be the greater of: (i) an amount calculated under the terms of the incentive award, which shall be based on the higher of the actual performance goal achievement or target award level established for each award, multiplied by a fraction the numerator of which is the full number of completed calendar months in the preestablished performance period as of the Effective Date of Termination, and performance goals or the denominator of which targeted performance goals set forth at the time the award is the full number of months in the entire performance periodestablished; or (ii) the amount to which the Executive would be entitled under the terms of the long-term incentive award in the absence of this provision. The amount, timing and form of payment of the vested awards shall be determined pursuant to the terms of the long-term incentive awards.
(f) An immediate vesting and the lapse of all restrictions on any and all outstanding stock-based awards held by the Executive, including the maximum amount of any performance-based awards, if any, to the extent not already provided for in the award agreement.
(g) Equivalent payment for continued medical coverage under the Company’s group health plan and/or under the Company’s supplemental executive medical expense reimbursement plan (“MERP”), if any, for a period of twelve twenty-four (1224) months following the date of Separation from Service, based on the same coverage level, including dependent coverage, as in effect on the Effective Date of Termination. Executive’s dependents shall be entitled to continue coverage for the full twelve twenty-four (1224) month period following the Effective Date of Termination, even if the Executive dies during such period. Each payment or premium discount provided under this subsection shall be considered a separate payment for purposes of Code §Section 409A. Equivalent payment under this subsection shall be provided as follows:
(i) With respect to coverage other than the MERP, such equivalent payment shall be provided by:
(A) providing reimbursement of the portion of the monthly COBRA premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the Company’s plans for the twelve eighteen (1218) month period, or such shorter period, of time during which Executive has COBRA coverage, or a direct reduction in premiums in lieu of reimbursement if determined by the Company in its discretion;
(B) providing a lump-sum payment equal to the reimbursement described in clause (i)(A) of this subsection for the first monthly COBRA premium times six (6); and
(BC) if for any reason during the twelve eighteen (1218) month period following the Effective Date of Termination, Executive does not have COBRA coverage under the Company’s group health plan, the Company shall make an additional lump sum payment to Executive (or to Executive’s estate if Executive has died), equal to the reimbursement described in clause (i)(A) of this subsection for the first monthly COBRA premium times the number of months in the period from the date Executive’s COBRA coverage ends through the end of the twelfth eighteenth (12th18th) month following the Effective Date of Termination.
(ii) The Company shall also pay a lump-sum payment equal to the portion of the monthly MERP premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the MERP for a period of twelve twenty-four (1224) months.
(h) Up to $25,000 50,000 for reimbursement of amounts paid by the Executive for reasonable outplacement services from a reputable executive search firm of the Executive’s selection (or direct payment to such search firm), to the extent that the Executive incurs such expenses (i) as a direct result of the Separation from Service and (ii) within twelve twenty-four (1224) months after the date of the Separation from Service. Notwithstanding anything in this Agreement to the contrary, the Company shall provide any reimbursements described in this Section 2.3(h) to the Executive on or before the December 31 of the third calendar year following the calendar year that includes the Separation from Service.
Appears in 1 contract
Description of Severance Benefits. In the event that the Executive Officer becomes entitled to receive Severance BenefitsBenefits upon a Qualifying Termination, as provided in Sections 2.1 and 2.2 herein, the Company shall pay to the Executive Officer and provide him the Officer with the following Severance Benefits, subject to the limitations set forth in Section 3.3 herein:
(a) A lump-sum amount equal to the ExecutiveOfficer’s accrued but unpaid Base Salary, accrued vacation pay and pay, unreimbursed business expenses, as well as and all other items earned by and owed to the Executive to the extent permitted under Code §409A, Officer through and including the Effective Date of Termination.
(b) A lump-sum amount amount: (i) if the Effective Date of Termination is between January 1 and June 30, equal to the ExecutiveOfficer’s then current annual target bonus amountopportunity; or (ii) if the Effective Date of Termination is between July 1 and December 31, equal to the greater of (A) the Officer’s then current annual target bonus opportunity or (B) the actual annual bonus payable to the Officer based on the Company’s performance up to and including the Effective Date of Termination, as such target and actual amounts are established or computed under the annual bonus plan or plans in which the Executive Officer is then participating, for the bonus plan year in which the ExecutiveOfficer’s Effective Date of Termination occurs, and multiplied by a fraction the numerator of which is the number of full completed months days in the year from January 1 through the Effective Date of Termination, and the denominator of which is twelve three hundred sixty-five (12365). This payment will be in lieu of any other payment to be made to the Executive Officer under the annual bonus plan or plans in which the Executive Officer is then participating for the plan yearyear in which the Effective Date of Termination occurs.
(c) A lump-sum amount equal to one (1) 1.99 multiplied by the sum of the following: (i) the higher of: (iA) the ExecutiveOfficer’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (iiB) the ExecutiveOfficer’s annual rate of Base Salary in effect on the date of the Change in Control.
; and (dii) A lump-sum amount equal to one (1) multiplied by the higher of: (iA) the ExecutiveOfficer’s annual target bonus opportunity established under the annual bonus plan or plans in which the Executive Officer is then participating for the bonus plan year in which the ExecutiveOfficer’s Effective Date of Termination occurs, or (iiB) the actual Officer’s annual target bonus payment made to the Executive opportunity established under the annual bonus plan or plans in which the Executive participated in Officer is participating for the year preceding the bonus plan year in which the Effective Date of Termination Change in Control occurs.
(ed) An immediate vesting Continuation for twenty-four (24) months of any the Officer’s health, dental and all outstanding cash-based long-term incentive awards held by the Executive, as granted to the Executive vision insurance coverage. The benefit shall be provided by the Company as a component of to the Executive’s compensation. In addition, he shall be entitled to receive payment for any vested awards the payment value of which is to be determined after Officer beginning immediately upon the Effective Date of Termination. The value of all such vested awards Such benefit shall be provided to the greater of: Officer at the same coverage level as in effect immediately prior to the Change in Control and the Company (ior the acquirer as the case may be) shall pay the amounts that the Company would have been required to pay for health, dental and vision benefits for Officer and Officer’s eligible family members had Officer remained an amount calculated under the terms employee of the incentive award, which shall be based on the higher of actual performance goal achievement or target award level established for each award, multiplied by a fraction the numerator of which is the full number of completed calendar months in the preestablished performance period as of Company following the Effective Date of TerminationTermination (Officer shall be responsible for the portion of health, dental and vision premiums that would be paid by an employee of the denominator Company receiving comparable benefits). Any COBRA health benefit continuation coverage provided to Officer shall run concurrently with the aforementioned twenty-four (24) month period. The value of which such health insurance coverage shall be treated as taxable income to Officer to the extent necessary to comply with Sections 105(h) and 409A of the Code. For purposes of 409A of the Code, any payments of continued health benefits that are made during the applicable COBRA continuation period (even if the Officer does not actually receive COBRA coverage for the entire applicable period), are exempt from the requirements of Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(B). The right to continue coverage beyond the applicable COBRA continuation period is not subject to liquidation or exchange for another benefit. Notwithstanding the full number above, this health insurance benefit shall be discontinued prior to the end of months the stated continuation period in the entire performance period; or (ii) event the amount to which Officer receives a substantially similar benefit from a subsequent employer, as determined solely by the Executive would be entitled under Committee in good faith. For purposes of enforcing this offset provision, the terms of the long-term incentive award in the absence of this provision. The amount, timing and form of payment of the vested awards Officer shall be determined pursuant deemed to have a duty to keep the Company informed as to the terms and conditions of any subsequent employment and any corresponding benefit earned from such employment, and shall provide, or cause to provide, to the long-term incentive awardsCompany in writing correct, complete, and timely information concerning the same.
(fe) An immediate vesting The Company agrees to pay on the Officer’s behalf up to $15,000 in Officer outplacement services to one or more firms chosen by Officer and the lapse of all restrictions on any and all outstanding stock-based awards held by the Executive, including the maximum amount of any performance-based awards, if any, acceptable to the extent not already Company, provided for in that such services are incurred no later the award agreement.
(g) Equivalent payment for continued medical coverage under first anniversary of the CompanyOfficer’s group health plan and/or under the Company’s supplemental executive medical expense reimbursement plan (“MERP”), if any, for a period of twelve (12) months following the date of Separation from Service, based on the same coverage level, including dependent coverage, as in effect on the Effective Date of Termination. Executive’s dependents Such expenses shall be entitled to continue coverage for the full twelve (12) month period following the Effective Date of Termination, even if the Executive dies during such period. Each payment or premium discount provided under this subsection shall be considered a separate payment for purposes of Code §409A. Equivalent payment under this subsection shall be provided as follows:
(i) With respect to coverage other than the MERP, such equivalent payment shall be provided by:
(A) providing reimbursement of the portion of the monthly COBRA premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the Company’s plans for the twelve (12) month period, or such shorter period, of time during which Executive has COBRA coverage, or a direct reduction in premiums in lieu of reimbursement if determined reimbursed by the Company in its discretion; and
(B) if for any reason during the twelve (12) month period following the Effective Date of Termination, Executive does not have COBRA coverage under the Company’s group health plan, as soon as practical after an expense report is completed and submitted to the Company shall make an additional lump sum payment to Executive (or to Executive’s estate if Executive has died)for approval, equal to provided such expense report must be received by the reimbursement described in clause (i)(A) of this subsection for Company no later than the first monthly COBRA premium times the number of months in the period from the date Executive’s COBRA coverage ends through the end second anniversary of the twelfth (12th) month following the Officer’s Effective Date of Termination.
(ii) The Company shall also pay a lump-sum payment equal to the portion of the monthly MERP premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the MERP for a period of twelve (12) months.
(h) Up to $25,000 for reimbursement of amounts paid by the Executive for reasonable outplacement services from a reputable executive search firm of the Executive’s selection (or direct payment to such search firm), to the extent that the Executive incurs such expenses (i) as a direct result of the Separation from Service and (ii) within twelve (12) months after the date of the Separation from Service. Notwithstanding anything in this Agreement to the contrary, the Company shall provide any reimbursements described in this Section 2.3(h) to the Executive on or before the December 31 of the third calendar year following the calendar year that includes the Separation from Service.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Aegion Corp)
Description of Severance Benefits. In the event that the Executive Officer becomes entitled to receive Severance BenefitsBenefits upon a Qualifying Termination, as provided in Sections 2.1 and 2.2 herein, the Company shall pay to the Executive Officer and provide him the Officer with the following Severance Benefits, subject to the limitations set forth in Section 3.3 herein:
(a) A lump-sum amount equal to the ExecutiveOfficer’s accrued but unpaid Base Salary, accrued vacation pay and pay, unreimbursed business expenses, as well as and all other items earned by and owed to the Executive to the extent permitted under Code §409A, Officer through and including the Effective Date of Termination.
(b) A lump-sum amount amount: (i) if the Effective Date of Termination is between January 1 and June 30, equal to the ExecutiveOfficer’s then current annual target bonus amountopportunity; or (ii) if the Effective Date of Termination is between July 1 and December 31, equal to the greater of (A) the Officer’s then current annual target bonus opportunity or (B) the actual annual bonus payable to the Officer based on the Company’s performance up to and including the Effective Date of Termination, as such target and actual amounts are established or computed under the annual bonus plan or plans in which the Executive Officer is then participating, for the bonus plan year in which the ExecutiveOfficer’s Effective Date of Termination occurs, and multiplied by a fraction the numerator of which is the number of full completed months days in the year from January 1 through the Effective Date of Termination, and the denominator of which is twelve three hundred sixty-five (12365). This payment will be in lieu of any other payment to be made to the Executive Officer under the annual bonus plan or plans in which the Executive Officer is then participating for the plan yearyear in which the Effective Date of Termination occurs.
(c) A lump-sum amount equal to one (1) 1.0 multiplied by the sum of the following: (i) the higher of: (iA) the ExecutiveOfficer’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (iiB) the ExecutiveOfficer’s annual rate of Base Salary in effect on the date of the Change in Control.
; and (dii) A lump-sum amount equal to one (1) multiplied by the higher of: (iA) the ExecutiveOfficer’s annual target bonus opportunity established under the annual bonus plan or plans in which the Executive Officer is then participating for the bonus plan year in which the ExecutiveOfficer’s Effective Date of Termination occurs, or (iiB) the actual Officer’s annual target bonus payment made to the Executive opportunity established under the annual bonus plan or plans in which the Executive participated in Officer is participating for the year preceding the bonus plan year in which the Effective Date of Termination Change in Control occurs.
(ed) An immediate vesting Continuation for twelve (12) months of any the Officer’s health, dental and all outstanding cash-based long-term incentive awards held by the Executive, as granted to the Executive vision insurance coverage. The benefit shall be provided by the Company as a component of to the Executive’s compensation. In addition, he shall be entitled to receive payment for any vested awards the payment value of which is to be determined after Officer beginning immediately upon the Effective Date of Termination. The value of all such vested awards Such benefit shall be the greater of: (i) an amount calculated under the terms of the incentive award, which shall be based on the higher of actual performance goal achievement or target award level established for each award, multiplied by a fraction the numerator of which is the full number of completed calendar months in the preestablished performance period as of the Effective Date of Termination, and the denominator of which is the full number of months in the entire performance period; or (ii) the amount to which the Executive would be entitled under the terms of the long-term incentive award in the absence of this provision. The amount, timing and form of payment of the vested awards shall be determined pursuant provided to the terms of the long-term incentive awards.
(f) An immediate vesting and the lapse of all restrictions on any and all outstanding stock-based awards held by the Executive, including the maximum amount of any performance-based awards, if any, to the extent not already provided for in the award agreement.
(g) Equivalent payment for continued medical coverage under the Company’s group health plan and/or under the Company’s supplemental executive medical expense reimbursement plan (“MERP”), if any, for a period of twelve (12) months following the date of Separation from Service, based on Officer at the same coverage level, including dependent coverage, level as in effect on immediately prior to the Effective Date Change in Control and the Company (or the acquirer as the case may be) shall pay the amounts that the Company would have been required to pay for health, dental and vision benefits for Officer and Officer’s eligible family members had Officer remained an employee of Termination. Executive’s dependents shall be entitled to continue coverage for the full twelve (12) month period Company following the Effective Date of Termination, even if the Executive dies during such period. Each payment or premium discount provided under this subsection Termination (Officer shall be considered a separate payment responsible for purposes of Code §409A. Equivalent payment under this subsection shall be provided as follows:
(i) With respect to coverage other than the MERP, such equivalent payment shall be provided by:
(A) providing reimbursement of the portion of the monthly COBRA premium in excess health, dental and vision premiums that would be paid by an employee of the amounts (if any) that similarly-situated active employees would pay for similar Company receiving comparable benefits). Any COBRA health benefit continuation coverage under provided to Officer shall run concurrently with the Company’s plans for the aforementioned twelve (12) month period. The value of such health insurance coverage shall be treated as taxable income to Officer to the extent necessary to comply with Sections 105(h) and 409A of the Code. For purposes of 409A of the Code, any payments of continued health benefits that are made during the applicable COBRA continuation period (even if the Officer does not actually receive COBRA coverage for the entire applicable period), are exempt from the requirements of Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(B). The right to continue coverage beyond the applicable COBRA continuation period is not subject to liquidation or exchange for another benefit. Notwithstanding the above, this health insurance benefit shall be discontinued prior to the end of the stated continuation period in the event the Officer receives a substantially similar benefit from a subsequent employer, as determined solely by the Committee in good faith. For purposes of enforcing this offset provision, the Officer shall be deemed to have a duty to keep the Company informed as to the terms and conditions of any subsequent employment and any corresponding benefit earned from such employment, and shall provide, or such shorter periodcause to provide, of time during which Executive has COBRA coverage, or a direct reduction in premiums in lieu of reimbursement if determined by to the Company in its discretion; andwriting correct, complete, and timely information concerning the same.
(Be) if for any reason during The Company agrees to pay on the twelve (12) month period following Officer’s behalf up to $15,000 in Officer outplacement services to one or more firms chosen by Officer and acceptable to the Company, provided that such services are incurred no later the first anniversary of the Officer’s Effective Date of Termination, Executive does not have COBRA coverage under the Company’s group health plan, . Such expenses shall be reimbursed by the Company shall make as soon as practical after an additional lump sum payment to Executive (or to Executive’s estate if Executive has died), equal expense report is completed and submitted to the reimbursement described in clause (i)(A) of this subsection Company for approval, provided such expense report must be received by the first monthly COBRA premium times Company no later than the number of months in the period from the date Executive’s COBRA coverage ends through the end second anniversary of the twelfth (12th) month following the Officer’s Effective Date of Termination.
(ii) The Company shall also pay a lump-sum payment equal to the portion of the monthly MERP premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the MERP for a period of twelve (12) months.
(h) Up to $25,000 for reimbursement of amounts paid by the Executive for reasonable outplacement services from a reputable executive search firm of the Executive’s selection (or direct payment to such search firm), to the extent that the Executive incurs such expenses (i) as a direct result of the Separation from Service and (ii) within twelve (12) months after the date of the Separation from Service. Notwithstanding anything in this Agreement to the contrary, the Company shall provide any reimbursements described in this Section 2.3(h) to the Executive on or before the December 31 of the third calendar year following the calendar year that includes the Separation from Service.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Aegion Corp)
Description of Severance Benefits. In the event that the Executive Officer becomes entitled to receive Severance BenefitsBenefits upon a Qualifying Termination, as provided in Sections 2.1 and 2.2 herein, the Company shall pay to the Executive Officer and provide him the Officer with the following Severance Benefits, subject to the limitations set forth in Section 3.3 herein:
(a) A lump-sum amount equal to the ExecutiveOfficer’s accrued but unpaid Base Salary, accrued vacation pay and pay, unreimbursed business expenses, as well as and all other items earned by and owed to the Executive to the extent permitted under Code §409A, Officer through and including the Effective Date of Termination.
(b) A lump-sum amount amount: (i) if the Effective Date of Termination is between January 1 and June 30, equal to the ExecutiveOfficer’s then current annual target bonus amountopportunity; or (ii) if the Effective Date of Termination is between July 1 and December 31, equal to the greater of (A) the Officer’s then current annual target bonus opportunity or (B) the actual annual bonus payable to the Officer based on the Company’s performance up to and including the Effective Date of Termination, as such target and actual amounts are established or computed under the annual bonus plan or plans in which the Executive Officer is then participating, for the bonus plan year in which the ExecutiveOfficer’s Effective Date of Termination occurs, and multiplied by a fraction the numerator of which is the number of full completed months days in the year from January 1 through the Effective Date of Termination, and the denominator of which is twelve three hundred sixty-five (12365). This payment will be in lieu of any other payment to be made to the Executive Officer under the annual bonus plan or plans in which the Executive Officer is then participating for the plan yearyear in which the Effective Date of Termination occurs.
(c) A lump-sum amount equal to one (1) __________ multiplied by the sum of the following: (i) the higher of: (iA) the ExecutiveOfficer’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (iiB) the ExecutiveOfficer’s annual rate of Base Salary in effect on the date of the Change in Control.
; and (dii) A lump-sum amount equal to one (1) multiplied by the higher of: (iA) the ExecutiveOfficer’s annual target bonus opportunity established under the annual bonus plan or plans in which the Executive Officer is then participating for the bonus plan year in which the ExecutiveOfficer’s Effective Date of Termination occurs, or (iiB) the actual Officer’s annual target bonus payment made to the Executive opportunity established under the annual bonus plan or plans in which the Executive participated in Officer is participating for the year preceding the bonus plan year in which the Effective Date of Termination Change in Control occurs.
(ed) An immediate vesting Continuation for __________ (____) months of any the Officer’s health, dental and all outstanding cash-based long-term incentive awards held by the Executive, as granted to the Executive vision insurance coverage. The benefit shall be provided by the Company as a component of to the Executive’s compensation. In addition, he shall be entitled to receive payment for any vested awards the payment value of which is to be determined after Officer beginning immediately upon the Effective Date of Termination. The value of all such vested awards Such benefit shall be provided to the greater of: Officer at the same coverage level as in effect immediately prior to the Change in Control and the Company (ior the acquirer as the case may be) shall pay the amounts that the Company would have been required to pay for health, dental and vision benefits for Officer and Officer’s eligible family members had Officer remained an amount calculated under the terms employee of the incentive award, which shall be based on the higher of actual performance goal achievement or target award level established for each award, multiplied by a fraction the numerator of which is the full number of completed calendar months in the preestablished performance period as of Company following the Effective Date of TerminationTermination (Officer shall be responsible for the portion of health, dental and vision premiums that would be paid by an employee of the denominator Company receiving comparable benefits). Any COBRA health benefit continuation coverage provided to Officer shall run concurrently with the aforementioned __________ (____) month period. The value of which such health insurance coverage shall be treated as taxable income to Officer to the extent necessary to comply with Sections 105(h) and 409A of the Code. For purposes of 409A of the Code, any payments of continued health benefits that are made during the applicable COBRA continuation period (even if the Officer does not actually receive COBRA coverage for the entire applicable period), are exempt from the requirements of Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(B). The right to continue coverage beyond the applicable COBRA continuation period is not subject to liquidation or exchange for another benefit. Notwithstanding the full number above, this health insurance benefit shall be discontinued prior to the end of months the stated continuation period in the entire performance period; or (ii) event the amount to which Officer receives a substantially similar benefit from a subsequent employer, as determined solely by the Executive would be entitled under Committee in good faith. For purposes of enforcing this offset provision, the terms of the long-term incentive award in the absence of this provision. The amount, timing and form of payment of the vested awards Officer shall be determined pursuant deemed to have a duty to keep the Company informed as to the terms and conditions of any subsequent employment and any corresponding benefit earned from such employment, and shall provide, or cause to provide, to the long-term incentive awardsCompany in writing correct, complete, and timely information concerning the same.
(fe) An immediate vesting The Company agrees to pay on the Officer’s behalf up to $_______ in Officer outplacement services to one or more firms chosen by Officer and the lapse of all restrictions on any and all outstanding stock-based awards held by the Executive, including the maximum amount of any performance-based awards, if any, acceptable to the extent not already Company, provided for in that such services are incurred no later the award agreement.
(g) Equivalent payment for continued medical coverage under first anniversary of the CompanyOfficer’s group health plan and/or under the Company’s supplemental executive medical expense reimbursement plan (“MERP”), if any, for a period of twelve (12) months following the date of Separation from Service, based on the same coverage level, including dependent coverage, as in effect on the Effective Date of Termination. Executive’s dependents Such expenses shall be entitled to continue coverage for the full twelve (12) month period following the Effective Date of Termination, even if the Executive dies during such period. Each payment or premium discount provided under this subsection shall be considered a separate payment for purposes of Code §409A. Equivalent payment under this subsection shall be provided as follows:
(i) With respect to coverage other than the MERP, such equivalent payment shall be provided by:
(A) providing reimbursement of the portion of the monthly COBRA premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the Company’s plans for the twelve (12) month period, or such shorter period, of time during which Executive has COBRA coverage, or a direct reduction in premiums in lieu of reimbursement if determined reimbursed by the Company in its discretion; and
(B) if for any reason during the twelve (12) month period following the Effective Date of Termination, Executive does not have COBRA coverage under the Company’s group health plan, as soon as practical after an expense report is completed and submitted to the Company shall make an additional lump sum payment to Executive (or to Executive’s estate if Executive has died)for approval, equal to provided such expense report must be received by the reimbursement described in clause (i)(A) of this subsection for Company no later than the first monthly COBRA premium times the number of months in the period from the date Executive’s COBRA coverage ends through the end second anniversary of the twelfth (12th) month following the Officer’s Effective Date of Termination.
(ii) The Company shall also pay a lump-sum payment equal to the portion of the monthly MERP premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the MERP for a period of twelve (12) months.
(h) Up to $25,000 for reimbursement of amounts paid by the Executive for reasonable outplacement services from a reputable executive search firm of the Executive’s selection (or direct payment to such search firm), to the extent that the Executive incurs such expenses (i) as a direct result of the Separation from Service and (ii) within twelve (12) months after the date of the Separation from Service. Notwithstanding anything in this Agreement to the contrary, the Company shall provide any reimbursements described in this Section 2.3(h) to the Executive on or before the December 31 of the third calendar year following the calendar year that includes the Separation from Service.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Aegion Corp)
Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 2.1 and 2.2 herein, the Company shall pay to the Executive and provide him with the following Severance Benefits:
(a) A Upon a Qualifying Termination, a lump-sum amount equal to the Executive’s unpaid Base Salary, accrued vacation pay and pay, unreimbursed business expenses, as well as and all other items earned by and owed to the Executive to the extent permitted under Code §409A, through and including the Effective Date of Termination.
(b) A Upon a Qualifying Termination, a lump-sum amount equal to the Executive’s then current annual target bonus amountopportunity, established under the annual bonus plan or plans in which the Executive is then participating, for the bonus plan year in which the Executive’s Effective Date of Termination occurs, multiplied by a fraction the numerator of which is the number of full completed months in the year from January 1 through the Effective Date of Termination, and the denominator of which is twelve (12). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan or plans in which the Executive is then participating for the plan year.
(c) A Upon a Qualifying Termination, a lump-sum amount equal to one two (12) multiplied by the sum of the following: (i) the higher of: (iA) the Executive’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (iiB) the Executive’s annual rate of Base Salary in effect on the date of the Change in Change-in-Control.
; and (d) A lump-sum amount equal to one (1) multiplied by the higher of: (iii) the Executive’s annual target bonus opportunity established under the annual bonus plan or plans in which the Executive is then participating for the bonus plan year in which the Executive’s Effective Date of Termination occurs.
(d) Upon a Qualifying Termination, a lump-sum amount equal to one (1) multiplied by the sum of the following: (i) the higher of: (A) the Executive’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (B) the Executive’s annual rate of Base Salary in effect on the date of the Change-in-Control; and (ii) the actual Executive’s annual target bonus payment made to the Executive opportunity established under the annual bonus plan or plans in which the Executive participated in is then participating for the year preceding the bonus plan year in which the Executive’s Effective Date of Termination occurs. Such amount shall be in consideration for the Executive entering into a noncompete agreement as described in Article 4 herein.
(e) An immediate Upon a Qualifying Termination, vesting and cash-out of any and all outstanding cash-based long-term incentive awards held by the Executive, as granted to the Executive by the Company as a component of the Executive’s compensation. In addition, he The cash-out shall be entitled in a lump-sum amount equal to receive payment for any vested awards the payment value of which is to be determined after the Effective Date of Termination. The value of all such vested awards shall be the greater of: (i) an amount calculated under the terms of the incentive award, which shall be based on the higher of actual performance goal achievement or target award level established for each award, multiplied by a fraction the numerator of which is the full number of completed calendar months days in the preestablished performance period as of the Effective Date of Termination, and the denominator of which is the full number of months days in the entire performance period; or period (iii.e., typically thirty-six (36) the amount months). This payment will be in lieu of any other payment to which be made to the Executive would be entitled under the terms of the these long-term incentive performance-based award in the absence of this provision. The amount, timing and form of payment of the vested awards shall be determined pursuant to the terms of the long-term incentive awardsplans.
(f) An Upon the occurrence of a Change-in-Control, an immediate full vesting and the lapse of all restrictions on any and all outstanding stockequity-based long-term incentives, including but not limited to stock options and restricted stock awards held by the Executive, including the maximum amount of . This provision shall override any performance-based awards, if any, to the extent not already provided for conflicting language contained in the Executive’s respective award agreementagreements.
(g) Equivalent payment Upon the occurrence of a Change-in-Control, the Company shall, as soon as possible, but in no event longer than thirty (30) calendar days following the occurrence of a Change-in-Control, make an irrevocable contribution to the then current trust in effect for continued medical coverage purposes of holding assets to assist the Company in satisfying its liabilities under the Company’s group health plan and/or under Federal Signal Corporation Supplemental Savings and Investment Plan (the Company’s supplemental executive medical expense reimbursement plan “Deferred Compensation Plan”) or successor thereto in an amount that is sufficient (“MERP”)taking into account the trust assets, if any, resulting from prior contributions) to fund the trust in an amount equal to but no less than one hundred percent (100%) of the amount necessary to pay the Executive the benefits to which such Executive would be entitled pursuant to the terms of the aforementioned Deferred Compensation Plan.
(h) Upon a Qualifying Termination, continuation for a period of twelve thirty-six (1236) months following of the date of Separation from Service, based on Executive’s medical insurance coverage. The benefit shall be provided by the same coverage level, including dependent coverage, as in effect on Company to the Executive beginning immediately upon the Effective Date of Termination. Such benefit shall be provided to the Executive at the same coverage level and cost to the Executive as in effect immediately prior to the Executive’s dependents shall be entitled to continue coverage for the full twelve (12) month period following the Effective Date of Termination. Any COBRA health benefit continuation coverage provided to Executive shall run concurrently with the aforementioned thirty-six (36) month period. The value of such medical insurance coverage shall be treated as taxable income to Executive to the extent necessary to comply with Sections 105(h) and 409A of the Code. For purposes of 409A of the Code, any payments of continued health benefits that are made during the applicable COBRA continuation period (even if the Executive dies during such does not actually receive COBRA coverage for the entire applicable period), are exempt from the requirements of Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(B). Each payment The right to continue coverage beyond the applicable COBRA continuation period is not subject to liquidation or premium discount provided under exchange for another benefit. Notwithstanding the above, this subsection medical insurance benefit shall be considered a separate payment for purposes of Code §409A. Equivalent payment under this subsection shall be provided as follows:
(i) With respect discontinued prior to coverage other than the MERP, such equivalent payment shall be provided by:
(A) providing reimbursement of the portion of the monthly COBRA premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the Company’s plans for the twelve (12) month period, or such shorter period, of time during which Executive has COBRA coverage, or a direct reduction in premiums in lieu of reimbursement if determined by the Company in its discretion; and
(B) if for any reason during the twelve (12) month period following the Effective Date of Termination, Executive does not have COBRA coverage under the Company’s group health plan, the Company shall make an additional lump sum payment to Executive (or to Executive’s estate if Executive has died), equal to the reimbursement described in clause (i)(A) of this subsection for the first monthly COBRA premium times the number of months in the period from the date Executive’s COBRA coverage ends through the end of the twelfth (12th) month following stated continuation period in the Effective Date event the Executive receives a substantially similar benefit from a subsequent employer, as determined solely by the Committee in good faith. For purposes of Termination.
(ii) The enforcing this offset provision, the Executive shall be deemed to have a duty to keep the Company shall also pay a lump-sum payment equal informed as to the portion terms and conditions of the monthly MERP premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the MERP for a period of twelve (12) months.
(h) Up any subsequent employment and any corresponding benefit earned from such employment, and shall provide, or cause to $25,000 for reimbursement of amounts paid by the Executive for reasonable outplacement services from a reputable executive search firm of the Executive’s selection (or direct payment to such search firm)provide, to the extent that Company in writing correct, complete, and timely information concerning the Executive incurs such expenses (i) as a direct result of the Separation from Service and (ii) within twelve (12) months after the date of the Separation from Service. Notwithstanding anything in this Agreement to the contrary, the Company shall provide any reimbursements described in this Section 2.3(h) to the Executive on or before the December 31 of the third calendar year following the calendar year that includes the Separation from Servicesame.
Appears in 1 contract
Samples: Executive Change in Control Severance Agreement (Federal Signal Corp /De/)
Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance BenefitsBenefits upon a Qualifying Termination, as provided in Sections 2.1 and 2.2 herein, the Company shall pay to the Executive and provide him the Executive with the following Severance Benefits, subject to the limitations set forth in Section 3.3 herein:
(a) A lump-sum amount equal to the Executive’s accrued but unpaid Base Salary, accrued vacation pay and pay, unreimbursed business expenses, as well as and all other items earned by and owed to the Executive to the extent permitted under Code §409A, through and including the Effective Date of Termination.
(b) A lump-sum amount amount: (i) if the Effective Date of Termination is between January 1 and June 30, equal to the Executive’s then current annual target bonus amountopportunity; or (ii) if the Effective Date of Termination is between July 1 and December 31, equal to the greater of (A) the Executive’s then current annual target bonus opportunity or (B) the actual annual bonus payable to the Executive based on the Company’s performance up to and including the Effective Date of Termination, as such target and actual amounts are established or computed under the annual bonus plan or plans in which the Executive is then participating, for the bonus plan year in which the Executive’s Effective Date of Termination occurs, and multiplied by a fraction the numerator of which is the number of full completed months days in the year from January 1 through the Effective Date of Termination, and the denominator of which is twelve three hundred sixty-five (12365). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan or plans in which the Executive is then participating for the plan yearyear in which the Effective Date of Termination occurs.
(c) A lump-sum amount equal to one (1) _____ multiplied by the sum of the following: (i) the higher of: (iA) the Executive’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (iiB) the Executive’s annual rate of Base Salary in effect on the date of the Change in Control.
; and (dii) A lump-sum amount equal to one (1) multiplied by the higher of: (iA) the Executive’s annual target bonus opportunity established under the annual bonus plan or plans in which the Executive is then participating for the bonus plan year in which the Executive’s Effective Date of Termination occurs, or (iiB) the actual Executive’s annual target bonus payment made to the Executive opportunity established under the annual bonus plan or plans in which the Executive participated in is participating for the year preceding the bonus plan year in which the Effective Date of Termination Change in Control occurs.
(ed) An immediate vesting of any and all outstanding cash-based long-term incentive awards held by the Executive, as granted to the Executive by the Company as a component Continuation for _________ months of the Executive’s compensationhealth, dental and vision insurance coverage. In addition, he The benefit shall be entitled provided by the Company to receive payment for any vested awards the payment value of which is to be determined after Executive beginning immediately upon the Effective Date of Termination. The value of all such vested awards Such benefit shall be provided to the greater of: Executive at the same coverage level as in effect immediately prior to the Change in Control and the Company (ior the acquirer as the case may be) shall pay the amounts that the Company would have been required to pay for health, dental and vision benefits for Executive and Executive’s eligible family members had Executive remained an amount calculated under the terms employee of the incentive award, which shall be based on the higher of actual performance goal achievement or target award level established for each award, multiplied by a fraction the numerator of which is the full number of completed calendar months in the preestablished performance period as of Company following the Effective Date of TerminationTermination (Executive shall be responsible for the portion of health, dental and vision premiums that would be paid by an employee of the denominator Company receiving comparable benefits). Any COBRA health benefit continuation coverage provided to Executive shall run concurrently with the aforementioned __________ month period. The value of which such health insurance coverage shall be treated as taxable income to Executive to the extent necessary to comply with Sections 105(h) and 409A of the Code. For purposes of 409A of the Code, any payments of continued health benefits that are made during the applicable COBRA continuation period (even if the Executive does not actually receive COBRA coverage for the entire applicable period), are exempt from the requirements of Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(B). The right to continue coverage beyond the applicable COBRA continuation period is not subject to liquidation or exchange for another benefit. Notwithstanding the full number above, this health insurance benefit shall be discontinued prior to the end of months the stated continuation period in the entire performance period; or (ii) the amount to which event the Executive would be entitled under receives a substantially similar benefit from a subsequent employer, as determined solely by the terms Committee in good faith. For purposes of enforcing this offset provision, the long-term incentive award in the absence of this provision. The amount, timing and form of payment of the vested awards Executive shall be determined pursuant deemed to have a duty to keep the Company informed as to the terms and conditions of any subsequent employment and any corresponding benefit earned from such employment, and shall provide, or cause to provide, to the long-term incentive awardsCompany in writing correct, complete, and timely information concerning the same.
(fe) An immediate vesting The Company agrees to pay on the Employee’s behalf up to $15,000 in executive outplacement services to one or more firms chosen by Executive and acceptable to the lapse Company, provided that such services are incurred no later the first anniversary of all restrictions on any and all outstanding stock-based awards held by the Executive, including the maximum amount of any performance-based awards, if any, to the extent not already provided for in the award agreement.
(g) Equivalent payment for continued medical coverage under the Company’s group health plan and/or under the Company’s supplemental executive medical expense reimbursement plan (“MERP”), if any, for a period of twelve (12) months following the date of Separation from Service, based on the same coverage level, including dependent coverage, as in effect on the Effective Date of Termination. Executive’s dependents Such expenses shall be entitled to continue coverage for the full twelve (12) month period following the Effective Date of Termination, even if the Executive dies during such period. Each payment or premium discount provided under this subsection shall be considered a separate payment for purposes of Code §409A. Equivalent payment under this subsection shall be provided as follows:
(i) With respect to coverage other than the MERP, such equivalent payment shall be provided by:
(A) providing reimbursement of the portion of the monthly COBRA premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the Company’s plans for the twelve (12) month period, or such shorter period, of time during which Executive has COBRA coverage, or a direct reduction in premiums in lieu of reimbursement if determined reimbursed by the Company in its discretion; and
(B) if for any reason during the twelve (12) month period following the Effective Date of Termination, Executive does not have COBRA coverage under the Company’s group health plan, as soon as practical after an expense report is completed and submitted to the Company shall make an additional lump sum payment to Executive (or to for approval, provided such expense report must be received by the Company no later than the second anniversary of the Executive’s estate if Executive has died), equal to the reimbursement described in clause (i)(A) of this subsection for the first monthly COBRA premium times the number of months in the period from the date Executive’s COBRA coverage ends through the end of the twelfth (12th) month following the Effective Date of Termination.
(ii) The Company shall also pay a lump-sum payment equal to the portion of the monthly MERP premium in excess of the amounts (if any) that similarly-situated active employees would pay for similar coverage under the MERP for a period of twelve (12) months.
(h) Up to $25,000 for reimbursement of amounts paid by the Executive for reasonable outplacement services from a reputable executive search firm of the Executive’s selection (or direct payment to such search firm), to the extent that the Executive incurs such expenses (i) as a direct result of the Separation from Service and (ii) within twelve (12) months after the date of the Separation from Service. Notwithstanding anything in this Agreement to the contrary, the Company shall provide any reimbursements described in this Section 2.3(h) to the Executive on or before the December 31 of the third calendar year following the calendar year that includes the Separation from Service.
Appears in 1 contract
Samples: Executive Change in Control Severance Agreement (Aegion Corp)
