Enhanced Severance Protection. Subject to Section 7 below, you shall be entitled to the following enhanced severance benefits under this Section 5 if ProQuest Company and ProQuest Information & Learning Company terminate your employment without Cause or you resign for Good Reason at any time during a two year period beginning on a Change of Control of the Company, a Sale of the ProQuest I&L Business or an Acquisition of at Least 30% of the Company’s Outstanding Voting Stock and Board Change: (a) A single lump sum payment in an amount equal to the sum of (i) 200% of your then current Base Salary and (ii) an amount equal to any accrued but unused vacation days, with such payments commencing on the earliest payroll date that does not result in adverse tax consequences to you under Section 409A of the Code. (b) Subject to your continued co-payment of premiums, continued participation for two years in all medical, dental and vision plans which cover you (and eligible dependents) upon the same terms and conditions (except for the requirements of your continued employment) in effect for active employees of ProQuest Company. If you obtain other employment that offers substantially similar or improved benefits, as to any particular medical, dental or vision plan, such continuation of coverage by ProQuest Company for such similar or improved benefit under such plan under this Section 5(b) shall immediately cease. The continuation of health benefits under this subparagraph shall reduce and count against your rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. To the extent that such post-employment coverage cannot be provided under any such plan, ProQuest Company, at its election, will either (i) arrange to make available to you coverage through an insured arrangement that provides benefits substantially similar and on the same terms and conditions to those provided under such plan, or (ii) pay such benefits as described in (i) above directly. The obligations of ProQuest Company to provide any alternative coverage described in the preceding sentence are expressly conditional on you taking all reasonable actions and providing all reasonable information, as ProQuest Company shall request, as is necessary for it to fulfill such obligations. Effective as of a Change of Control of the Company, ProQuest Company shall establish a rabbi trust with a third party financial institution for the purpose of funding enhanced severance benefits that may be payable under this Agreement, provided that doing so would not violate the Loan Agreement.
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Enhanced Severance Protection. Subject to Section 7 6 below, you shall be entitled to the following enhanced severance benefits under this Section 5 4 if ProQuest Company and ProQuest Information & Learning Company terminate terminates your employment without Cause or you resign for Good Reason at any time during a two year period beginning on a Change of Control of the Company, a Sale of the ProQuest I&L Business Company or an Acquisition of at Least 30% of the Company’s Outstanding Voting Stock and Board Change:
(a) A single lump sum payment in an amount equal to the sum of (i) 200% of your then current Base Salary and (ii) an amount equal to any accrued but unused vacation days, with such payments commencing on the earliest payroll date that does not result in adverse tax consequences to you under Section 409A of the Code.
(b) Subject to your continued co-payment of premiums, continued participation for two years in all medical, dental and vision plans which cover you (and eligible dependents) upon the same terms and conditions (except for the requirements of your continued employment) in effect for active employees of ProQuest Company. If you obtain other employment that offers substantially similar or improved benefits, as to any particular medical, dental or vision plan, such continuation of coverage by ProQuest Company for such similar or improved benefit under such plan under this Section 5(b4(b) shall immediately cease. The continuation of health benefits under this subparagraph shall reduce and count against your rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. To the extent that such post-employment coverage cannot be provided under any such plan, ProQuest Company, at its election, will either (i) arrange to make available to you coverage through an insured arrangement that provides benefits substantially similar and on the same terms and conditions to those provided under such plan, or (ii) pay such benefits as described in (i) above directly. The obligations of ProQuest Company to provide any alternative coverage described in the preceding sentence are expressly conditional on you taking all reasonable actions and providing all reasonable information, as ProQuest Company shall request, as is necessary for it to fulfill such obligations. Effective as of a Change of Control of the Company, ProQuest Company shall establish a rabbi trust with a third party financial institution for the purpose of funding enhanced severance benefits that may be payable under this Agreement, provided that doing so would not violate the Loan Agreement.above
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Enhanced Severance Protection. Subject to Section 7 6 below, you shall be entitled to the following enhanced severance benefits under this Section 5 4 if ProQuest Company and ProQuest Information & Learning Company PBS terminate your employment without Cause or you resign for Good Reason at any time during a two year period beginning on a Change of Control of the Company, a Sale of the ProQuest I&L PBS Business or an Acquisition of at Least 30% of the Company’s Outstanding Voting Stock and Board Change:
(a) A single lump sum payment in an amount equal to the sum of (i) 200% of your then current Base Salary and (ii) an amount equal to any accrued but unused vacation days, with such payments commencing on the earliest payroll date that does not result in adverse tax consequences to you under Section 409A of the Code.
(b) Subject to your continued co-payment of premiums, continued participation for two years in all medical, dental and vision plans which cover you (and eligible dependents) upon the same terms and conditions (except for the requirements of your continued employment) in effect for active employees of ProQuest Company. If you obtain other employment that offers substantially similar or improved benefits, as to any particular medical, dental or vision plan, such continuation of coverage by ProQuest Company for such similar or improved benefit under such plan under this Section 5(b4(b) shall immediately cease. The continuation of health benefits under this subparagraph shall reduce and count against your rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. To the extent that such post-employment coverage cannot be provided under any such plan, ProQuest Company, at its election, will either (i) arrange to make available to you coverage through an insured arrangement that provides benefits substantially similar and on the same terms and conditions to those provided under such plan, or (ii) pay such benefits as described in (i) above directly. The obligations of ProQuest Company to provide any alternative coverage described in the preceding sentence are expressly conditional on you taking all reasonable actions and providing all reasonable information, as ProQuest Company shall request, as is necessary for it to fulfill such obligations. Effective as of a Change of Control of the Company, ProQuest Company shall establish a rabbi trust with a third party financial institution for the purpose of funding enhanced severance benefits that may be payable under this Agreement, provided that doing so would not violate the Loan Agreement.
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Enhanced Severance Protection. Subject to Section 7 6 below, you shall be entitled to the following enhanced severance benefits under this Section 5 4 if ProQuest Company and ProQuest Information & Learning Company terminate terminates your employment without Cause or you resign for Good Reason at any time during a two year period beginning on a Change of Control of the Company, a Sale of the ProQuest I&L Business Company or an Acquisition of at Least 30% of the Company’s Outstanding Voting Stock and Board Change:
(a) A single lump sum payment in an amount equal to the sum of (i) 200% of your then current Base Salary and (ii) an amount equal to any accrued but unused vacation days, with such payments commencing on the earliest payroll date that does not result in adverse tax consequences to you under Section 409A of the Code.
(b) Subject to your continued co-payment of premiums, continued participation for two years in all medical, dental and vision plans which cover you (and eligible dependents) upon the same terms and conditions (except for the requirements of your continued employment) in effect for active employees of ProQuest Company. If you obtain other employment that offers substantially similar or improved benefits, as to any particular medical, dental or vision plan, such continuation of coverage by ProQuest Company for such similar or improved benefit under such plan under this Section 5(b4(b) shall immediately cease. The continuation of health benefits under this subparagraph shall reduce and count against your rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. To the extent that such post-employment coverage cannot be provided under any such plan, ProQuest Company, at its election, will either (i) arrange to make available to you coverage through an insured arrangement that provides benefits substantially similar and on the same terms and conditions to those provided under such plan, or (ii) pay such benefits as described in (i) above directly. The obligations of ProQuest Company to provide any alternative coverage described in the preceding sentence are expressly conditional on you taking all reasonable actions and providing all reasonable information, as ProQuest Company shall request, as is necessary for it to fulfill such obligations. Effective as of a Change of Control of the Company, ProQuest Company shall establish a rabbi trust with a third party financial institution for the purpose of funding enhanced severance benefits that may be payable under this Agreement, provided that doing so would not violate the Loan Agreement.
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Samples: Employment Agreement (Proquest Co)
Enhanced Severance Protection. Subject to Section 7 8 below, you shall will be entitled to the following enhanced severance benefits under this Section 5 6 if ProQuest the Company and ProQuest Information & Learning Company terminate terminates your employment without Cause or you resign for Good Reason at any time during a two year period beginning on a Change of Control of the Company, a Sale of the ProQuest I&L Business Company or an Acquisition of at Least 30% of the Company’s Outstanding Voting Stock and Board Change:
(a) A single lump sum payment in an amount equal to the sum of (i) 200150% of your then current Base Salary and (ii) an amount equal to any accrued but unused vacation days, with such payments commencing on the earliest payroll date that does not result in adverse tax consequences to you under Section 409A of the Code.
(b) Subject to your continued co-payment of premiums, continued participation for two years eighteen months in all medical, dental and vision plans which cover you (and eligible dependents) upon the same terms and conditions (except for the requirements of your continued employment) in effect for active employees of ProQuest the Company. If you obtain other employment that offers substantially similar or improved benefits, as to any particular medical, dental or vision plan, such continuation of coverage by ProQuest the Company for such similar or improved benefit under such plan under this Section 5(b6(b) shall will immediately cease. The continuation of health benefits under this subparagraph shall reduce and count against your rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. To the extent that such post-employment coverage cannot be provided under any such plan, ProQuest the Company, at its election, will either (i) arrange to make available to you coverage through an insured arrangement that provides benefits substantially similar and on the same terms and conditions to those provided under such plan, or (ii) pay such benefits as described in (i) above directly. The obligations of ProQuest the Company to provide any alternative coverage described in the preceding sentence are expressly conditional on you taking all reasonable actions and providing all reasonable information, as ProQuest the Company shall request, as is necessary for it to fulfill such obligations. Effective as of a Change of Control of the Company, ProQuest Company shall establish a rabbi trust with a third party financial institution for the purpose of funding enhanced severance benefits that may be payable under this Agreement, provided that doing so would not violate the Loan Agreement.
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