During a Change in Control Period. If Executive resigns for Good Reason or Executive’s employment is terminated (other than for Cause or a Disability), in each case during a Change in Control Period, Forge shall (in lieu of any severance pay under any severance pay plans, programs or policies, and subject to applicable withholdings and § 6.12): (1) pay Executive a lump sum cash payment in an amount equal to 18 months of Executive’s base salary as in effect on the date Executive’s employment terminates; (2) pay Executive a lump sum cash payment equal to one and one-half times the greater of (i) the average of the last two annual bonuses paid to Executive by Forge or any of its affiliates prior to the date Executive’s employment terminates, (ii) the last annual bonus paid to Executive by Forge or its affiliates prior to the effective date of a Change in Control, (iii) the last annual bonus received by Executive from Forge or any of its affiliates prior to the date Executive’s employment terminates, and (iv) if Executive has been continuously employed with Forge for less than two years as of the date Executive’s employment terminates, the average of (x) the last annual bonus received by Executive from Forge or any of its affiliates prior to the date Executive’s employment terminates and (y) Executive’s target annual bonus for the year in which Executive’s employment terminates (it being understood and agreed that if Executive has not yet received a bonus as described in (x), Executive’s target bonus alone will be deemed the “average” hereunder); (3) with respect to options to purchase Forge common stock or other equity or equity-based grants made to Executive (A) for time-vested options or equity-based grants (including performance-based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such options and vest in 100% of such equity grants so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance-based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, and (C) treat Executive as if Executive had remained employed by Forge until the end of the 18-month period following the date Executive’s employment terminates (the “Change in Control Severance Period”) so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such Change in Control Severance Period; and (4) (A) reimburse on an after-tax basis Executive for the premium expense Executive incurs to participate in the health care continuation coverage under the plans, programs and policies described in § 3.4 which provide health care, life insurance and accidental death and dismemberment benefits under which Executive was covered immediately before Executive’s employment terminated as if Executive had remained employed by Forge for the duration of the Change in Control Severance Period. Health care benefits under this § 4.2(b)(4) shall be provided in the form of continued group health coverage under COBRA for the duration of the Change in Control Severance Period (such amount, the “Continuation Coverage”). Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive health care benefits from such employer, the health care benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that Forge reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder.
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Samples: Employment Agreement (Forge Global Holdings, Inc.), Employment Agreement (Forge Global Holdings, Inc.), Employment Agreement (Forge Global Holdings, Inc.)
During a Change in Control Period. If Executive resigns for Good Reason or Executive’s employment is terminated (other than for Cause or a Disability), in each case during a Change in Control Period, Forge shall (in lieu of any severance pay under any severance pay plans, programs or policies, and subject to applicable withholdings and § 6.12):): Forge Global Holdings, Inc. Executive Employment Agreement
(1) pay Executive a lump sum cash payment in an amount equal to 18 months of Executive’s base salary as in effect on the date Executive’s employment terminates;
(2) pay Executive a lump sum cash payment equal to one and one-half times the greater of (i) the average of the last two annual bonuses paid to Executive by Forge or any of its affiliates prior to the date Executive’s employment terminates, (ii) the last annual bonus paid to Executive by Forge or its affiliates prior to the effective date of a Change in Control, (iii) the last annual bonus received by Executive from Forge or any of its affiliates prior to the date Executive’s employment terminates, and (iv) if Executive has been continuously employed with Forge for less than two years as of the date Executive’s employment terminates, the average of (x) the last annual bonus received by Executive from Forge or any of its affiliates prior to the date Executive’s employment terminates and (y) Executive’s target annual bonus for the year in which Executive’s employment terminates (it being understood and agreed that if Executive has not yet received a bonus as described in (x), Executive’s target bonus alone will be deemed the “average” hereunder);
(3) with respect to options to purchase Forge common stock or other equity or equity-based grants made to Executive (A) for time-vested options or equity-based grants (including performance-based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such options and vest in 100% of such equity grants so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance-based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, and (C) treat Executive as if Executive had remained employed by Forge until the end of the 18-month period following the date Executive’s employment terminates (the “Change in Control Severance Period”) so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such Change in Control Severance Period; and
(4) (A) reimburse on an after-tax basis Executive for the premium expense Executive incurs to participate in the health care continuation coverage under the plans, programs and policies described in § 3.4 which provide health care, life insurance and accidental death and dismemberment benefits under which Executive was covered immediately before Executive’s employment terminated as if Executive had remained employed by Forge for the duration of the Change in Control Severance Period. Health care benefits under this § 4.2(b)(4) shall be provided in the form of continued group health coverage under COBRA for the duration of the Change in Control Severance Period (such amount, the “Continuation Coverage”). Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive health care benefits from such employer, the health care benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that Forge reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder.
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During a Change in Control Period. If Executive resigns for Good Reason or Executive’s employment is terminated (other than for Cause or a Disability), in each case during a Change in Control Period, Forge shall (in lieu of any severance pay under any severance pay plans, programs or policies, and subject to applicable withholdings and § 6.12):
(1) pay Executive a lump sum cash payment in an amount equal to 18 months of Executive’s base salary as in effect on the date Executive’s employment terminates;
(2) pay Executive a lump sum cash payment equal to one and one-half times the greater of (i) the average of the last two annual bonuses paid to Executive by Forge or any of its affiliates prior to the date Executive’s employment terminates, (ii) the last annual bonus paid to Executive by Forge or its affiliates prior to the effective date of a Change in Control, (iii) the last annual bonus received by Executive from Forge or any of its affiliates prior to the date Executive’s employment terminates, and (iv) if Executive has been continuously employed with Forge for less than two years as of the date Executive’s employment terminates, the average of (x) the last annual bonus received by Executive from Forge or any of its affiliates prior to the date Executive’s employment terminates and (y) Executive’s target annual bonus for the year in which Executive’s employment terminates (it being understood and agreed that if Executive has not yet received a bonus as described in (x), Executive’s target bonus alone will be deemed the “average” hereunder);
(3) with respect to options to purchase Forge common stock or other equity or equity-based grants made to Executive (A) for time-vested options or equity-based grants (including performance-based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such options and vest in 100% of such equity grants so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance-based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, and (C) treat Executive as if Executive had remained employed by Forge until the end of the 18-18- month period following the date Executive’s employment terminates (the “Change in Control Severance Period”) so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such Change in Control Severance Period; and
(4) (A) reimburse on an after-tax basis Executive for the premium expense Executive incurs to participate in the health care continuation coverage under the plans, programs and policies described in § 3.4 which provide health care, life insurance and accidental death and dismemberment benefits under which Executive was covered immediately before Executive’s employment terminated as if Executive had remained employed by Forge for the duration of the Change in Control Severance Period. Health care benefits under this § 4.2(b)(4) shall be provided in the form of continued group health coverage under COBRA for the duration of the Change in Control Severance Period (such amount, the “Continuation Coverage”). Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive health care benefits from such employer, the health care benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that Forge reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder.
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During a Change in Control Period. If Executive resigns for Good Reason or Executive’s employment is terminated (other than for Cause or a Disability), in each case during a Change in Control Period, Forge shall (in lieu of any severance pay under any severance pay plans, programs or policies, and subject to applicable withholdings and § 6.12):
(1) pay Executive a lump sum cash payment in an amount equal to 18 months of three (3) times Executive’s base salary as in effect on the date Executive’s employment terminates;,
(2) pay Executive a lump sum cash payment equal to one and one-half three (3) times the greater of (i) the average of the last two three annual bonuses paid to Executive by Forge or any of its affiliates prior to the date Executive’s employment terminates, (ii) the last annual bonus paid to Executive by Forge or its affiliates prior to the effective date of a Change in Control, Control and (iii) the last annual bonus received by Executive from Forge or any of its affiliates prior to the date Executive’s employment terminates, and (iv) if Executive has been continuously employed with Forge for less than two years as of the date Executive’s employment terminates, the average of (x) the last annual bonus received by Executive from Forge or any of its affiliates prior to the date Executive’s employment terminates and (y) Executive’s target annual bonus for the year in which Executive’s employment terminates (it being understood and agreed that if Executive has not yet received a bonus as described in (x), Executive’s target bonus alone will be deemed the “average” hereunder);,
(3) except with respect to the CEO RSUs (as defined in § 6.4) which shall be governed by their terms, with respect to options to purchase Forge common stock or other equity or equity-equity based grants made to Executive (A) for time-vested options or equity-equity based grants (including performance-performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such options and vest in 100% of such equity grants so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance-performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, and (C) treat Executive as if Executive had remained employed by Forge until the end of the 18-month three (3) year period following which starts on the date Executive’s employment terminates (the “Change in Control Severance Period”) so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such Change in Control Severance Period; three (3) year period, and
(4) (A) reimburse on an after-tax basis Executive for Provide the premium expense Executive incurs to participate in the health care continuation coverage under the plans, programs and policies described in § 3.4 which provide health care, life insurance and accidental death and dismemberment benefits under which Executive was covered immediately before Executive’s employment terminated as if Executive had remained employed by Forge for the duration of the Change in Control Severance Period. Health care benefits under this § 4.2(b)(4) shall be provided in the form of continued group health coverage under COBRA for the duration of the Change in Control Severance Period (such amount, the “Continuation Coverage”). Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive health care benefits from such employer, the health care benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that Forge reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder.
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