Expiration of Employment Period. Upon the expiration of the Employment Period as provided in Section 2 hereof, this Agreement will cease to govern the employment relationship between Executive and the Company, except as provided in this Section 7(i). Thereafter, Executive will continue to be an employee-at-will of the Company and the employment relationship may be terminated by either Executive or the Company at any time. Any benefits to which Executive may otherwise be entitled upon his/her termination or resignation pursuant to Company plans, policies and arrangements in which he or she is a participant shall be paid in accordance with the terms of such plans, policies and arrangements in effect at such time. In addition, if Executive is terminated by the Company without Cause (as defined in Section 6) after the expiration of the Employment Period and before January 31, 2007, then, provided that Executive signs a release substantially in the form provided by the Company to other officers in release of employment: (i) the Company shall pay to Executive in equal installments, for twelve (12) months following the Date of Termination, in accordance with the Company's normal payroll periods, an amount equal to the Executive's Annual Base Salary as in effect on the Date of Termination; (1) All unvested options and equity based awards (including restricted stock and stock units) held by Executive as of the Date of Termination shall continue to vest in accordance with their terms for ninety (90) days following the Date of Termination and any options held by Executive which have vested prior to the Date of Termination or which vest within the ninety (90) day period following the Date of Termination shall continue to be exercisable through the earlier of the expiration of the options or the first anniversary of the Date of Termination, or; (2) any unvested options or equity based awards that are not vested at the end of the ninety (90) day period following the Date of Termination shall be forfeited by Executive; and (3) Executive shall not be entitled to any additional grants of any stock options, restricted stock, or other equity based award following the Date of Termination; (iii) Executive will be entitled to continuation of health benefits under the Company's medical and dental plans for a period of up to thirty (30) months at a level commensurate with that which Executive would otherwise be entitled to receive under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). If Executive elects to receive such health benefits, Executive shall pay the premiums charged to then-current employees for the first twelve (12) months coverage after the Date of Termination. Thereafter, if Executive elects to continue such coverage pursuant to COBRA for up to an additional eighteen (18) months, Executive shall pay the amount charged to other qualified beneficiaries under COBRA for such coverage. The obligations of the Company under this clause (iii) shall be terminated (a) if, at any time after the Date of Termination, Executive is employed by or is otherwise affiliated with a party that offers medical benefits to Executive, or (b) at such earlier time, after the initial 12-month period, as COBRA coverage shall otherwise end.
Appears in 3 contracts
Samples: Retention Agreement (Toys R Us Inc), Retention Agreement (Toys R Us Inc), Retention Agreement (Toys R Us Inc)
Expiration of Employment Period. Upon If Executive’s employment shall be terminated by the Company or by Executive upon the normal expiration of the Employment Period as provided for in Section 2 3 hereof, this Agreement will cease shall terminate without further obligations to govern the employment relationship between Executive Executive, other than for payment of Accrued Obligations and the Company, except as provided in this Section 7(i)timely payment or provision of Other Benefits. Thereafter, Executive will continue to be an employee-at-will of the Company and the employment relationship may be terminated by either Executive or the Company at any time. Any benefits to which Executive may otherwise be entitled upon his/her termination or resignation pursuant to Company plans, policies and arrangements in which he or she is a participant Accrued Obligations shall be paid to Executive in accordance with a lump sum in cash within 60 days after the terms Date of such plans, policies and arrangements in effect at such timeTermination. In addition, if Executive is terminated by in the Company without Cause (as defined in Section 6) after the expiration event of the Employment Period such a termination, and before January 31, 2007, then, provided that Executive signs or his estate or beneficiaries, if applicable, executes and does not revoke a release substantially of claims in a form acceptable to the form provided Company, any vested portion of stock options shall remain exercisable by Executive and/or his estate or beneficiaries for a period of one (1) year following the Company Date of Termination (or, if earlier, the normal expiration date of such stock options), and any unvested portions of stock options and any shares of restricted and other equity incentives (other than shares of restricted stock subject to other officers the Market Share Milestone or Approval Milestone, as described in release of employment:
subsections (i) and (ii) below) outstanding as of the Company Date of Termination shall pay immediately lapse and be forfeited without consideration as of the Date of Termination. In addition, in the event of such a termination, and provided that Executive or his estate or beneficiaries, if applicable, executes a release of claims in a form acceptable to Executive the Company, (i) any shares of restricted stock subject to the Market Share Milestone described in equal installments, Section 5(b)(ii) shall remain outstanding for a period of twelve (12) months following the Date of Termination, in accordance with the Company's normal payroll periods, an amount equal and to the Executive's Annual Base Salary as in effect on extent that the Date Market Share Milestone is achieved during such twelve-month period, the shares of Termination;
(1) All unvested options and equity based awards (including restricted stock and stock units) held by Executive as of the Date of Termination shall continue to vest in accordance with their terms for ninety (90) days following the Date of Termination and any options held by Executive which have vested prior subject to the Date Market Share Milestone shall vest and become non-forfeitable pursuant to the terms set forth in Section 5(b)(ii), the Plan, and the applicable Restricted Stock Agreement; and (ii) any shares of Termination or which vest within restricted stock subject to the ninety Approval Milestone described in Section 5(b)(ii) shall remain outstanding for a period of three (903) day period months following the Date of Termination shall continue to be exercisable through the earlier of the expiration of the options or the first anniversary of the Date of Termination, or; (2) any unvested options or equity based awards and to the extent that are not vested at the end of the ninety (90) day period following the Date of Termination shall be forfeited by Executive; and (3) Executive shall not be entitled to any additional grants of any stock options, restricted stock, or other equity based award following the Date of Termination;
(iii) Executive will be entitled to continuation of health benefits under the Company's medical and dental plans for a period of up to thirty (30) months at a level commensurate with that which Executive would otherwise be entitled to receive under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). If Executive elects to receive Approval Milestone is achieved during such health benefits, Executive shall pay the premiums charged to then-current employees for the first twelve (12) months coverage after the Date of Termination. Thereafter, if Executive elects to continue such coverage pursuant to COBRA for up to an additional eighteen (18) months, Executive shall pay the amount charged to other qualified beneficiaries under COBRA for such coverage. The obligations of the Company under this clause (iii) shall be terminated (a) if, at any time after the Date of Termination, Executive is employed by or is otherwise affiliated with a party that offers medical benefits to Executive, or (b) at such earlier time, after the initial 12three-month period, as COBRA coverage the shares of restricted stock subject to the Approval Milestone shall otherwise endvest and become non-forfeitable pursuant to the terms set forth in Section 5(b)(ii), the Plan, and the applicable Restricted Stock Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Keryx Biopharmaceuticals Inc), Employment Agreement (Keryx Biopharmaceuticals Inc)
Expiration of Employment Period. Upon If the Employment Period expires by reason of the Company's giving notice of non-renewal pursuant to Section 3 of this Agreement, this Agreement shall terminate upon the expiration of the Employment Period as provided in Section 2 hereofthen-current term, this Agreement will cease including any prior extensions (the "Expiration Date"), without further obligations to govern the employment relationship between Executive and the CompanyExecutive, except as provided in this Section 7(i). Thereafter, Executive will continue to be an employee-at-will other than for (i) payment of the Company and the employment relationship may be terminated by either Executive or the Company at any time. Any benefits to which Executive may otherwise be entitled upon his/her termination or resignation pursuant to Company plans, policies and arrangements in which he or she is a participant shall be paid in accordance with the terms of such plans, policies and arrangements in effect at such time. In addition, if Executive is terminated by the Company without Cause Accrued Obligations (as defined in Section 68(a)(i)(A) after above, but excluding the expiration pro-rata bonus described in clause 2 thereof), (ii) the timely payment to Executive of the actual bonus earned by him with respect to the last year of the Employment Period Period, (iii) the timely payment or provision of Other Benefits (as defined in Section 8(a)(iv) above), and before January 31, 2007, then, provided that Executive signs a release substantially in (iv) payment or provision of the form provided by the Company to other officers in release of employmentfollowing severance benefits:
(iA) the Company shall pay to Executive in a lump sum in cash within 30 days after the Expiration Date the amount equal installmentsto 100% of Executive's Base Salary in effect as of the Expiration Date (or 299% of such Base Salary in the event the Expiration Date occurs within two years after the occurrence of a Change of Control); and
(B) for 12 months after the Expiration Date (or 18 months after the Expiration Date if the Expiration Date occurs within two years after the occurrence of a Change of Control), for twelve (12) months following the Date of Termination, Company shall continue medical and health insurance benefits to Executive and/or Executive's family at least equal to those which would have been provided to them in accordance with the Company's normal payroll periods, an amount equal to the Section 5(d) of this Agreement if Executive's Annual Base Salary as in effect on the Date of Termination;
employment had not been terminated (1) All unvested options and equity based awards (including restricted stock and stock units) held by Executive as of the Date of Termination shall continue to vest in accordance with their terms for ninety (90) days following the Date of Termination and any options held by Executive which have vested prior to the Date of Termination or which vest within the ninety (90) day period following the Date of Termination shall continue to be exercisable through responsible for any cost thereof normally allocated to the earlier employee); provided, however, that (A) post-termination insurance coverage provided pursuant to this provision shall offset any period of continuation coverage provided under COBRA applicable to such benefits, and (B) if Executive becomes re-employed with another employer and is eligible to receive medical and health insurance benefits under another employer provided plan, the expiration of the options or the first anniversary of the Date of Termination, or; (2) any unvested options or equity based awards that are not vested at the end of the ninety (90) day period following the Date of Termination medical and health insurance benefits described herein shall be forfeited by Executive; and (3) Executive shall not be entitled secondary to any additional grants of any stock options, restricted stock, or those provided under such other equity based award following the Date of Termination;
(iii) Executive will be entitled to continuation of health benefits under the Company's medical and dental plans for a plan during such applicable period of up to thirty (30) months at a level commensurate with that which Executive would otherwise be entitled to receive under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). If Executive elects to receive such health benefits, Executive shall pay the premiums charged to then-current employees for the first twelve (12) months coverage after the Date of Termination. Thereafter, if Executive elects to continue such coverage pursuant to COBRA for up to an additional eighteen (18) months, Executive shall pay the amount charged to other qualified beneficiaries under COBRA for such coverage. The obligations of the Company under this clause (iii) shall be terminated (a) if, at any time after the Date of Termination, Executive is employed by or is otherwise affiliated with a party that offers medical benefits to Executive, or (b) at such earlier time, after the initial 12-month period, as COBRA coverage shall otherwise endeligibility.
Appears in 2 contracts
Samples: Separation Agreement (JCC Holding Co), Employment Agreement (JCC Holding Co)
Expiration of Employment Period. Upon If Executive’s employment is terminated by the Company for any reason other than for Cause within one year following expiration of the Employment Period as provided in Section 2 hereof, this Agreement will cease to govern the or Executive terminates Executive’s employment relationship between Executive and the Company, except as provided in this Section 7(i). Thereafter, Executive will continue to be an employee-at-will of the Company and the employment relationship may be terminated by either Executive or the Company at any time. Any benefits to which Executive may otherwise be entitled upon his/her termination or resignation pursuant to Company plans, policies and arrangements in which he or she is a participant shall be paid in accordance with the terms of such plans, policies and arrangements in effect at such time. In addition, if Executive is terminated by the Company without Cause (as defined in Section 6) after the for Good Reason within one year following expiration of the Employment Period and before January 31(in either case other than in a Change in Control Termination), 2007, then, provided that this Agreement shall terminate without further obligations to Executive signs a release substantially in the form provided by the Company to other officers in release of employmentthan:
(i) payment of Accrued Obligations through the Company shall pay effective date of termination in a lump sum in cash within thirty (30) days of the effective date of termination;
(ii) payment of an amount equal to Executive one times an amount equal to Executive’s Annual Base Salary as in effect immediately prior to the date of termination, payable in equal installments, for installments over a period consisting of twelve (12) months following the Date effective date of Termination, termination (such payments to be made in accordance with the Company's ’s normal payroll periods, an amount equal practices) to the Executive's Annual Base Salary as in effect begin on the Date of Termination;
(1) All unvested options and equity based awards (including restricted stock and stock units) held by Executive as of the Date of Termination shall continue to vest in accordance with their terms for ninety (90) days first payroll date following the Date of Termination and any options held by Executive which have vested prior to the Date of Termination or which vest within the ninety sixtieth (9060th) day period following the Date after termination of Termination shall continue to be exercisable through the earlier of the expiration of the options or employment, and with the first anniversary of such payments to include any regularly scheduled payments that were missed pending the Date of Termination, or; sixty (2) any unvested options or equity based awards that are not vested at the end of the ninety (9060) day period following the Date of Termination shall be forfeited by Executive; and (3) Executive shall not be entitled to any additional grants of any stock options, restricted stock, or other equity based award following the Date of Terminationwaiting period;
(iii) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under COBRA or similar state law (to be made no later than the last day of the month following the month for which the payment or reimbursement is made), for Executive will be entitled to continuation of health benefits and Executive’s spouse (if so elected) under the Company's medical ’s then existing medical, dental and dental prescription insurance plans for a period equal to the lesser of up to thirty (30A) months at a level commensurate with the duration of such coverage or (B) twelve months; provided that which Executive would otherwise be entitled to receive under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). If A) Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such health benefitsbenefits under any other employer-provided plan or through any government-sponsored program such as Medicare, Executive shall pay the premiums charged to then-current employees for the first twelve (12) months coverage after the Date of Termination. Thereafter, if Executive elects to continue such coverage pursuant to COBRA for up to an additional eighteen (18) months, Executive shall pay the amount charged to other qualified beneficiaries under COBRA for such coverage. The obligations of the Company benefits provided under this clause (iii) shall may be terminated made secondary to those provided under such other plan) or (aB) if, at any time after the Date of Termination, if Executive is employed by or is otherwise affiliated with a party that offers medical benefits not eligible to Executive, or (b) at receive such earlier time, after the initial 12-coverage under COBRA for any month during such twelve month period, as then the Company shall pay to Executive on the first day of such month an amount equal to that which the Company would otherwise have been obligated to pay to provide COBRA coverage for Executive and Executive’s spouse (if so elected) for such month; provided, however, that as conditions precedent to receiving the payments and benefits provided for in this Section 5(d) (other than payment of the Accrued Obligations), Executive shall otherwise endfirst execute and deliver to the Company a Release, and all rights of Executive thereunder or under applicable law to rescind or revoke the Release shall have expired no later than the forty-five (45) days after the date of termination. If Executive fails to timely execute a Release, all payments and benefits set forth in this Section 5(d) (other than the payment of the Accrued Obligations) shall be forfeited.
Appears in 1 contract
Expiration of Employment Period. Upon The parties agree that the “Employment Period” under the Employment Agreement will not be extended beyond the end of its initial term and, accordingly, the Employment Period and Consultant’s employment with the Company will end on December 31, 2016, which shall constitute the End of Term Date under the Employment Agreement (the “End of Term Date”). Consultant will cease to serve as an officer, director and trustee of the Company and all of its subsidiaries on the End of Term Date, and this Agreement shall constitute Consultant’s resignation from all such positions, including his position as President of the Company, as of the End of Term Date. The parties agree that, for purposes of Section 8(h) of the Employment Agreement, the termination of Consultant’s employment with the Company on the End of Term Date as contemplated herein shall not be deemed to be a voluntary termination by Consultant for other than “Good Reason” or a termination by the Company for “Cause” (both as defined in the Employment Agreement), and, as a result, upon such termination, Consultant will have the right to exercise all vested stock options within the six (6) month period immediately following such termination; provided that such six-month period shall not be deemed to extend the expiration date of any stock option beyond the date stated in such stock option, and such stock option shall no longer be exercisable upon the lapse of such six-month period or (if sooner) upon the date specified in such stock option. For avoidance of doubt, the parties also hereby agree that, in accordance with Section 8(g) of the Employment Agreement, the termination of Consultant’s employment on the End of Term Date as contemplated herein shall not be deemed a termination by the Company without Cause or by Consultant for Good Reason pursuant to the Employment Agreement as such termination is occurring upon the expiration of the Employment Period as provided in Section 2 hereof, this Agreement will cease to govern the employment relationship between Executive and the Company, except as provided in this Section 7(i). Thereafter, Executive will continue to be an employee-at-will of the Company and the employment relationship may be terminated by either Executive or the Company at any time. Any benefits to which Executive may otherwise be entitled upon his/her termination or resignation pursuant to Company plans, policies and arrangements in which he or she is a participant shall be paid in accordance with the terms of such plans, policies and arrangements in effect at such time. In addition, if Executive is terminated by the Company without Cause (as defined in Section 6) after the expiration of the Employment Period and before January 31, 2007, then, provided that Executive signs a release substantially in the form provided by the Company to other officers in release of employment:
(i) the Company shall pay to Executive in equal installments, for twelve (12) months following the Date of Termination, in accordance with the Company's normal payroll periods, an amount equal to the Executive's Annual Base Salary as in effect on the Date of Termination;
(1) All unvested options and equity based awards (including restricted stock and stock units) held by Executive as of the Date of Termination shall continue to vest in accordance with their terms for ninety (90) days following the Date of Termination and any options held by Executive which have vested prior to the Date of Termination or which vest within the ninety (90) day period following the Date of Termination shall continue to be exercisable through the earlier of the expiration of the options or the first anniversary of the Date of Termination, or; (2) any unvested options or equity based awards that are not vested at the end of the ninety (90) day period following the Date of Termination shall be forfeited by Executive; and (3) Executive shall not be entitled to any additional grants of any stock options, restricted stock, or other equity based award following the Date of Termination;
(iii) Executive will be entitled to continuation of health benefits under the Company's medical and dental plans for a period of up to thirty (30) months at a level commensurate with that which Executive would otherwise be entitled to receive under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). If Executive elects to receive such health benefits, Executive shall pay the premiums charged to then-current employees for the first twelve (12) months coverage after the Date of Termination. Thereafter, if Executive elects to continue such coverage pursuant to COBRA for up to an additional eighteen (18) months, Executive shall pay the amount charged to other qualified beneficiaries under COBRA for such coverage. The obligations of the Company under this clause (iii) shall be terminated (a) if, at any time after the Date of Termination, Executive is employed by or is otherwise affiliated with a party that offers medical benefits to Executive, or (b) at such earlier time, after the initial 12-month period, as COBRA coverage shall otherwise endPeriod.
Appears in 1 contract
Expiration of Employment Period. Upon the expiration of the Employment Period as provided in Section 2 hereof, this Agreement will cease to govern the employment relationship between Executive and the Company, except as provided in this Section 7(i). Thereafter, Executive will continue to be an employee-at-will of the Company and the employment relationship may be terminated by either Executive or the Company at any time. Any benefits to which Executive may otherwise be entitled upon his/her termination or resignation pursuant to Company plans, policies and arrangements in which he or she is a participant shall be paid in accordance with the terms of such plans, policies and arrangements in effect at such time. In addition, if Executive is terminated by the Company without Cause (as defined in Section 6) after the expiration of the Employment Period and before January 31, 2007, then, provided that Executive signs a release substantially in the form provided by the Company to other officers in release of employment:
(i) the Company shall pay to Executive in equal installments, for twelve (12) months following the Date of Termination, in accordance with the Company's ’s normal payroll periods, an amount equal to the Executive's ’s Annual Base Salary as in effect on the Date of Termination;
(1) All unvested options and equity based awards (including restricted stock and stock units) held by Executive as of the Date of Termination shall continue to vest in accordance with their terms for ninety (90) days following the Date of Termination and any options held by Executive which have vested prior to the Date of Termination or which vest within the ninety (90) day period following the Date of Termination shall continue to be exercisable through the earlier of the expiration of the options or the first anniversary of the Date of Termination, or; (2) any unvested options or equity based awards that are not vested at the end of the ninety (90) day period following the Date of Termination shall be forfeited by Executive; and (3) Executive shall not be entitled to any additional grants of any stock options, restricted stock, or other equity based award following the Date of Termination;
(iii) Executive will be entitled to continuation of health benefits under the Company's ’s medical and dental plans for a period of up to thirty (30) months at a level commensurate with that which Executive would otherwise be entitled to receive under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("“COBRA"”). If Executive elects to receive such health benefits, Executive shall pay the premiums charged to then-current employees for the first twelve (12) months coverage after the Date of Termination. Thereafter, if Executive elects to continue such coverage pursuant to COBRA for up to an additional eighteen (18) months, Executive shall pay the amount charged to other qualified beneficiaries under COBRA for such coverage. The obligations of the Company under this clause (iii) shall be terminated (a) if, at any time after the Date of Termination, Executive is employed by or is otherwise affiliated with a party that offers medical benefits to Executive, or (b) at such earlier time, after the initial 12-month period, as COBRA coverage shall otherwise end.
Appears in 1 contract
Samples: Retention Agreement (Toys R Us Inc)
Expiration of Employment Period. Upon The Executive's employment shall terminate automatically upon the expiration of the Employment Period, unless (A) the Employment Period as provided in Section 2 hereof, is extended by a writing signed by all the parties to this Agreement will cease prior to govern January 31, 2004, or (B) the Executive continues to be actually employed after January 31, 2004 by the Company or another affiliated company of KeyCorp on a basis where he is receiving salary, commission and/or incentive-based compensation independent of any compensation payments required by this Agreement.
(1) As a condition to the continuation of the Executive's employment relationship between under Section 3(a)(i)(B), the Executive agrees that each stock option and restricted stock award granted or awarded to the Executive by KeyCorp or any of its affiliated companies before the Commencement Date (each, a "Preexisting Award") that has not vested in full before January 31, 2004 shall be cancelled, terminated and forfeited effective January 31, 2004 to the extent that such Preexisting Award has not vested before that date (unless KeyCorp and the CompanyExecutive otherwise agree in a writing signed by KeyCorp and the Executive prior to January 31, except as provided 2004) and on and after January 31, 2004 any such Preexisting Award may be exercised or disposed of in accordance with its terms only to the extent not cancelled, terminated and forfeited hereunder. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause (an "Applicable Discharge"), all then outstanding Preexisting Awards (other than the Retention Options, which are governed by Section 4) not fully vested immediately prior to such Applicable Discharge shall become immediately vested to the same extent that such Preexisting Awards would have vested in the normal course had the Executive remained employed until January 31, 2004, and the balance of such Preexisting Awards shall be immediately cancelled, terminated and forfeited upon such Applicable Discharge. As used in this Section 7(i). Thereafterparagraph, Executive will continue the term "vested" means, with reference to a stock option, the extent to which such stock option has become exercisable, and means, with reference to restricted stock, the extent to which such restricted stock has ceased to be an employee-at-will of subject to forfeiture and transfer restrictions. To the Company and the employment relationship may be terminated by either Executive or the Company at any time. Any benefits to which Executive may otherwise be entitled upon his/her termination or resignation pursuant to Company plans, policies and arrangements in which he or she extent that this paragraph is a participant shall be paid in accordance inconsistent with the terms of any Preexisting Award, the parties agree that such plansPreexisting Award is hereby amended to be consistent with this paragraph, policies but the terms of such award shall remain unchanged to the extent not inconsistent with this paragraph.
(2) A continuation of the Executive's employment under the conditions specified in Section 3(a)(i)(B) shall not be an extension of the Employment Period hereunder and arrangements in effect at the Employment Period shall expire on January 31, 2004 notwithstanding such timecontinuing employment. In addition, if Executive is terminated Section 8 shall not apply to payments or distributions received or receivable by the Company without Cause (as defined in Section 6) after the expiration Executive during such continuation of the Employment Period and before January 31, 2007, then, provided that Executive signs a release substantially in the form provided by the Company to other officers in release of employment:
(i) the Company shall pay to Executive in equal installments, for twelve (12) months following the Date of Termination, in accordance with the Company's normal payroll periods, an amount equal to the Executive's Annual Base Salary as in effect on the Date of Termination;
(1) All unvested options and equity based awards (including restricted stock and stock units) held by Executive as of the Date of Termination shall continue to vest in accordance with their terms for ninety (90) days following the Date of Termination and any options held by Executive which have vested prior to the Date of Termination or which vest within the ninety (90) day period following the Date of Termination shall continue to be exercisable through the earlier of the expiration of the options or the first anniversary of the Date of Termination, or; (2) any unvested options or equity based awards employment that are not vested at required by the end terms of the ninety (90) day period following the Date of Termination shall be forfeited by Executive; and (3) Executive shall not be entitled to any additional grants of any stock options, restricted stock, or other equity based award following the Date of Termination;
(iii) Executive will be entitled to continuation of health benefits under the Company's medical and dental plans for a period of up to thirty (30) months at a level commensurate with that which Executive would otherwise be entitled to receive under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). If Executive elects to receive such health benefits, Executive shall pay the premiums charged to then-current employees for the first twelve (12) months coverage after the Date of Termination. Thereafter, if Executive elects to continue such coverage pursuant to COBRA for up to an additional eighteen (18) months, Executive shall pay the amount charged to other qualified beneficiaries under COBRA for such coverage. The obligations of the Company under this clause (iii) shall be terminated (a) if, at any time after the Date of Termination, Executive is employed by or is otherwise affiliated with a party that offers medical benefits to Executive, or (b) at such earlier time, after the initial 12-month period, as COBRA coverage shall otherwise endAgreement.
Appears in 1 contract
Samples: Employment Agreement (Keycorp /New/)
Expiration of Employment Period. Upon If Executive’s employment shall be terminated by the Company upon the normal expiration of the Employment Period as provided in Section 2 hereofPeriod, this Agreement will cease shall terminate without further obligations to govern the employment relationship between Executive Executive, other than for payment of Accrued Obligations and the Company, except as provided in this Section 7(i)timely payment or provision of Other Benefits. Thereafter, Executive will continue to be an employee-at-will of the Company and the employment relationship may be terminated by either Executive or the Company at any time. Any benefits to which Executive may otherwise be entitled upon his/her termination or resignation pursuant to Company plans, policies and arrangements in which he or she is a participant Accrued Obligations shall be paid to Executive in accordance with a lump sum in cash within 60 days after the terms Date of such plans, policies and arrangements in effect at such timeTermination. In addition, if Executive is terminated in the event of such a termination, any vested portion of the Stock Option shall remain exercisable by the Company without Cause (as defined in Section 6) after the expiration Executive and/or his estate or beneficiaries for a period of the Employment Period and before January 31, 2007, then, provided that Executive signs a release substantially in the form provided by the Company to other officers in release of employment:
(i) the Company shall pay to Executive in equal installments, for twelve (12) months one year following the Date of TerminationTermination (or, in accordance with if earlier, the Company's normal payroll periodsexpiration date of the Stock Option), an amount equal to and any unvested portion of the Executive's Annual Base Salary as in effect on the Date of Termination;
(1) All unvested options Stock Option shall lapse and equity based awards (including restricted stock and stock units) held by Executive be forfeited without consideration as of the Date of Termination Termination. In addition, in the event of such a termination, any outstanding Earned Milestone Awards shall continue to vest in accordance with their terms for ninety (90) days following the Date of Termination become fully vested and any options held by Executive which have vested prior non-forfeitable to the Date of Termination Executive and/or his estate or which vest within the ninety (90) day period following the Date of Termination shall continue to be exercisable through the earlier of the expiration of the options or the first anniversary beneficiaries as of the Date of Termination, or; (2and, subject to Section 8(d) any unvested options or equity based awards that are not vested at the end of the ninety (90) day period following the Date of Termination shall be forfeited by this Agreement, Executive; and (3) Executive shall not be entitled ’s opportunity to earn Milestone-Based Incentive Awards with respect to any additional grants of any stock options, restricted stock, or other equity based award following the Date of Termination;
(iii) Executive will be entitled to continuation of health benefits under the Company's medical and dental plans Unearned Milestone Opportunity shall continue for a period of up to thirty three (303) months at a level commensurate with that which Executive would otherwise be entitled to receive under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). If Executive elects to receive such health benefits, Executive shall pay the premiums charged to then-current employees for the first twelve (12) months coverage after the Date of Termination. Thereafter, if Executive elects to continue To the extent that a milestone is achieved during such coverage pursuant to COBRA for up to an additional eighteen (18) months, Executive shall pay the amount charged to other qualified beneficiaries under COBRA for such coverage. The obligations of the Company under this clause (iii) shall be terminated (a) if, at any time after the Date of Termination, Executive is employed by or is otherwise affiliated with a party that offers medical benefits to Executive, or (b) at such earlier time, after the initial 12three-month period, the stock relating to such milestone as COBRA coverage set forth on Exhibit A shall otherwise endbe issued to Executive or Executive’s estate or beneficiaries, as the case may be, as fully-vested shares, rather than restricted stock, or, in the Company’s sole discretion, the Company may pay to Executive or Executive’s estate or beneficiaries an amount in cash equal to the value of such shares. Any Unearned Milestone Opportunity which remains unearned at the end of such three-month period shall expire without consideration. Nothing in this Agreement shall require the Company to terminate Executive’s employment upon the normal expiration of the Employment Period.
Appears in 1 contract
Samples: Employment Agreement (Keryx Biopharmaceuticals Inc)
Expiration of Employment Period. Upon In the expiration of event that (i) the Employment Period expires as provided in Section 2 hereof, this Agreement will cease to govern the employment relationship between Executive and the Company, except as provided in this Section 7(i). Thereafter, Executive will continue to be an employee-at-will a result of the Company not offering to renew the Employment Period, or not offering Executive a new employment agreement with a term of at least one year and base salary and bonus opportunity at least as favorable in the employment relationship may be terminated by either Executive or the Company at any time. Any benefits to which Executive may otherwise be entitled upon his/her termination or resignation pursuant to Company plans, policies and arrangements in which he or she is a participant shall be paid in accordance with the terms of such plans, policies and arrangements aggregate as in effect at such time. In addition, if Executive is terminated by the Company without Cause (as defined in Section 6) after immediately prior to the expiration of the Employment Period and before January 31, 2007, then, provided that (ii) Executive signs a release substantially in the form provided by terminates his employment or the Company terminates Executive’s employment other than for reasons that would constitute Cause had the Employment Period not so expired, in each case, during the six month period following the expiration of the Employment Period, then Executive shall be entitled to other officers in release receive an amount equal to one-half of employment:
(i) the Company shall pay to Executive his Base Salary, payable in equal installments, for twelve (12) months following the Date of Termination, installments in accordance with the Company's normal ’s payroll periodspractices, an amount equal to the Executive's Annual Base Salary as may be in effect on from time to time, over the Date 12-month period following such termination. For purposes of Termination;
this Agreement, a Change in Control shall mean (1i) All unvested options and equity based awards the acquisition in one or more transactions by any “person” (including restricted stock and stock unitsas such term is used for purposes of Section 13(d) held by Executive as or Section 14(d) of the Date Securities Exchange Act of Termination shall continue to vest in accordance with their terms 1934, as amended (the “Exchange Act”)) but excluding, for ninety this purpose, (90A) days following the Date Company or its subsidiaries, (B) any employee benefit plan of Termination the Company or its subsidiaries and any options held by Executive which have vested prior to the Date (C) each Permitted Holder (as defined below), of Termination or which vest “beneficial ownership” (within the ninety meaning of Rule 13d-3 under the Exchange Act) of more than fifty percent (9050%) day period following the Date of Termination shall continue to be exercisable through the earlier of the expiration combined voting power of the options Company’s then outstanding voting securities; (ii) the consummation of a merger or consolidation involving the first anniversary Company if the shareholders of the Date of TerminationCompany, or; immediately before such merger or consolidation, do not own, directly or indirectly, immediately following such merger or consolidation, at least fifty percent (250%) any unvested options or equity based awards that are not vested at the end of the ninety (90) day period following combined voting power of the Date outstanding voting securities of Termination shall be forfeited by Executivethe corporation resulting from such merger or consolidation; and (3) Executive shall not be entitled to any additional grants of any stock options, restricted stock, or other equity based award following the Date of Termination;
(iii) Executive will be entitled to continuation the acquisition by any “person” (as such term is used for purposes of health benefits under Section 13(d) or Section 14(d) of the Company's medical and dental plans for Exchange Act), other than a Permitted Holder, in a single transaction or in a series of related transactions occurring during any period of up to thirty (30) months at a level commensurate with that which Executive would otherwise be entitled to receive under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). If Executive elects to receive such health benefits, Executive shall pay the premiums charged to then-current employees for the first twelve (12) months coverage after the Date of Termination. Thereafter, if Executive elects to continue such coverage pursuant to COBRA for up to an additional eighteen (18) 12 consecutive months, Executive shall pay of assets from the amount charged Company that have a total gross fair market value equal to other qualified beneficiaries under COBRA for such coverage. The obligations or more than 51% of the total gross fair market value of all of the assets of the Company under this clause immediately prior to such acquisition or acquisitions; or (iii) shall be terminated (aiv) if, at any time during the 12 month period following the occurrence of an acquisition that would have constituted a Change in Control under clause (i) above but for the fact that the acquiring “person” was a Permitted Holder, the individuals who served on the Board immediately prior to such acquisition cease to constitute a majority of the Board (provided that any director elected or appointed to serve on the Board after such acquisition will be deemed to have been on the Date Board immediately prior to such acquisition if his election or nomination is approved by a majority of Terminationthe individuals who served on the Board immediately prior to such acquisition), Executive is employed by or is otherwise affiliated with a party in each case, provided that offers medical benefits to Executive, or (bsuch transaction satisfies the requirements of Section 409A(2)(a)(v) at such earlier time, after of the initial 12-month periodInternal Revenue Code of 1986, as COBRA coverage shall otherwise endamended (the “Code”).
Appears in 1 contract
Samples: Employment Agreement (Greektown Superholdings, Inc.)
Expiration of Employment Period. Upon Subject to Section 4(d) above, if the Executive incurs a Separation from Service on March 31, 2012 by reason of the expiration of the Employment Period as provided in Section 2 hereof, this Agreement will cease to govern the employment relationship between Executive and the Company, except as provided in this Section 7(i). Thereafter, Executive will continue to be an employee-at-will of the Company and the employment relationship may be terminated by either Executive or the Company at any time. Any benefits to which Executive may otherwise be entitled upon his/her termination or resignation pursuant to Company plans, policies and arrangements in which he or she is a participant Period:
(a) The Accrued Obligations shall be paid to the Executive in accordance with cash within 10 days after the terms Date of such plansTermination (or earlier, policies and arrangements in effect at such time. In additionto the extent required by applicable law);
(b) The Pro-Rated Annual Bonus shall be paid to the Executive on the 60th day after the Date of Termination; and
(c) During the Continuation Period, if provided that the Executive is terminated by properly elects to receive group health insurance continuation coverage under COBRA, the Company without Cause shall pay directly or reimburse the Executive for premiums for such coverage. Notwithstanding the foregoing, (as defined in Section 6A) after if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the Employment Period and before January 31period of continuation coverage to be, 2007exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, provided that Executive signs a release substantially in the form provided by the Company to other officers in release of employment:
(i) the Company shall pay to Executive in equal installments, for twelve (12) months following the Date of Termination, in accordance with the Company's normal payroll periodseither case, an amount equal to the Executive's Annual Base Salary monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in effect on substantially equal monthly installments over the Continuation Period (or the remaining portion thereof). In addition, the Executive shall not be eligible for Exec-U-Care following the Date of Termination;
(1) All unvested options and equity based awards (including restricted stock and stock units) held by Executive as . Notwithstanding the foregoing, in no event shall payment of the Date of Termination shall continue amounts provided for in Sections 5(b) and (c) above be required to vest in accordance with their terms for ninety be made unless the Executive executes and delivers to the Company the Release within twenty-one (9021) days (or, to the extent required by applicable law, forty-five (45) days) following the Date of Termination and any options held by the Executive which have vested prior does not revoke such release within seven (7) days thereafter.
(d) Commencing on April 1, 2012, the Company shall, at its sole expense and on an as-incurred basis, provide the Executive with reasonable outplacement services directly related to the Date of Termination or Executive’s Separation from Service which vest within the ninety (90) day period following the Date of Termination shall continue to be exercisable through consistent with industry practice for similarly situated executives until the earlier of the expiration of the options or the first anniversary of the Date of Termination, or; (2) any unvested options or equity based awards that are not vested at the end of the ninety (90) day period following the Date of Termination shall be forfeited by Executive; and (3) Executive shall not be entitled to any additional grants of any stock options, restricted stock, or other equity based award following the Date of Termination;
(iii) Executive will be entitled to continuation of health benefits under the Company's medical and dental plans for a period of up to thirty (30) months at a level commensurate with that which Executive would otherwise be entitled to receive under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). If Executive elects to receive such health benefits, Executive shall pay the premiums charged to then-current employees for the first twelve (12) months coverage after the Date of Termination. Thereafter, if Executive elects to continue such coverage pursuant to COBRA for up to an additional eighteen (18) months, Executive shall pay the amount charged to other qualified beneficiaries under COBRA for such coverage. The obligations of the Company under this clause (iii) shall be terminated (a) ifDecember 31, at any time after 2012 or (b) the Date of Termination, date on which Executive is employed by or is otherwise affiliated with a party that offers medical benefits to Executive, or (b) at such earlier time, after the initial 12-month period, as COBRA coverage shall otherwise endsubsequent employer.
Appears in 1 contract
Expiration of Employment Period. Upon the expiration of the Employment Period as provided Period, the Executive's salary and benefits specified in Section 2 hereof, this Agreement will cease to govern the employment relationship between Executive and the Company, except as provided in this Section 7(i). Thereafter, Executive will continue to be an employee-at-will of the Company and the employment relationship may be terminated by either Executive or the Company at any time. Any benefits to which Executive may otherwise be entitled upon his/her termination or resignation pursuant to Company plans, policies and arrangements in which he or she is a participant Article II shall be paid in accordance with the terms of such plans, policies and arrangements in effect at such time. In addition, if Executive is terminated by the Company without Cause (as defined in Section 6) after the expiration of the Employment Period and before January 31, 2007, thencease, provided that Executive signs a release substantially in the form provided by the Company to other officers in release of employment:
(i) the Company shall pay to the Executive, within twenty (20) days after the date of such expiration, all amounts accrued under clause (i) of Article II as of the date of such expiration. Each vested stock option under the Option Plans that is held by the Executive on the date of expiration of the Employment Period, to the extent not previously exercised as of the date of expiration of the Employment Period, shall expire to the extent not exercised within ten (10) days after the date of expiration of the Employment Period. All non-vested stock options shall terminate on the date of expiration of the Employment Period. ARTICLE V CHANGE IN CONTROL 5.1 Change in equal installmentsControl Defined. A "Change in Control" of the Company shall mean the occurrence of any of the following events: (i) any "person", for twelve as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (12the "Exchange Act") months following (other than the Date Company, any trustee or other fiduciary holding securities under an employee benefit plan of Terminationthe Company, or any corporation owned directly or indirectly by the stockholders of the Company in accordance with substantially the same proportion as their ownership of stock of the Company) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's normal payroll periodsthen outstanding securities (other than as a result of acquisitions of such securities from the Company); (ii) individuals who, an amount equal to the Executive's Annual Base Salary as in effect on the Date of Termination;
(1) All unvested options and equity based awards (including restricted stock and stock units) held by Executive as of the Date date hereof, constitute the Board of Termination shall continue Directors of the Company (the "Incumbent Board") cease for any reason to vest in accordance with their terms for ninety (90) days following constitute at least a majority of the Date of Termination and Board, provided that any options held by Executive which have vested prior person becoming a director subsequent to the Date date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of Termination at least a majority of the directors then comprising the Incumbent Board (other than an election or which vest within nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the ninety (90election of the directors of the Company) day period following the Date shall be, for -7- purposes of Termination shall continue this Agreement, considered to be exercisable through the earlier a member of the expiration of the options or the first anniversary of the Date of Termination, orIncumbent Board; (2) any unvested options or equity based awards that are not vested at the end of the ninety (90) day period following the Date of Termination shall be forfeited by Executive; and (3) Executive shall not be entitled to any additional grants of any stock options, restricted stock, or other equity based award following the Date of Termination;
(iii) Executive will be entitled the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to continuation represent (either by remaining outstanding or by being converted into voting securities of health benefits under the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as defined above) acquires more than 20% of the combined voting power of the Company's medical and dental plans for a period of up to thirty then outstanding securities; or (30iv) months at a level commensurate with that which Executive would otherwise be entitled to receive under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). If Executive elects to receive such health benefits, Executive shall pay the premiums charged to then-current employees for the first twelve (12) months coverage after the Date of Termination. Thereafter, if Executive elects to continue such coverage pursuant to COBRA for up to an additional eighteen (18) months, Executive shall pay the amount charged to other qualified beneficiaries under COBRA for such coverage. The obligations stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. 5.2 Effect of a Change in Control. Effective upon a Change in Control of the Company, all stock options granted to the Executive and then outstanding under any Option Plan shall become exercisable in full, notwithstanding any vesting schedule or other provisions to the contrary in the agreements evidencing such options; and the Company and the Executive hereby agree that such option agreements are hereby and will be deemed amended to give effect to this clause (iii) shall be terminated (a) if, at any time after the Date of Termination, Executive is employed by or is otherwise affiliated with a party that offers medical benefits to Executive, or (b) at such earlier time, after the initial 12-month period, as COBRA coverage shall otherwise end.provision. ARTICLE VI
Appears in 1 contract