Form and Amount. In the event of the Involuntary Separation from Service of the Executive without Cause, the Corporation shall pay the Compensation Payments to the Executive as soon as practicable or within the period required by law. In addition, conditioned upon receipt of the Executive’s written release of claims in such form as may be required by the Corporation and the expiration of any applicable period during which the Executive can rescind or revoke such release, the Corporation shall pay the Executive a lump sum as severance pay within 14 days thereafter. In no event will severance pay be paid later than two and one-half months after the end of the Executive’s tax year in which the Involuntary Separation from Service occurs. The lump sum severance pay will be equal to (i) the Prorated Bonus, except as provided below, (ii) the Executive’s monthly salary and the target annual incentive (at $1.00 per unit) under the Corporation’s Management Incentive Compensation Program for the Severance Period (as defined in Section 2), (iii) the Corporation’s portion of the premium cost of Medical, Dental, and Corporation Paid Life Insurance Plans coverage for the Severance Period as provided in Section 1.3(b), (iv) Special Bonus Hours to the extent provided under Section 1.3(c), and (v) $25,000 to pay for outplacement services and financial counseling services. Notwithstanding the foregoing, if the Executive has elected to defer under the Corporation’s Mirror Savings Plan a portion of the annual incentive to be paid under the Corporation’s Management Incentive Compensation Program for the fiscal year, then that portion of the Prorated Bonus will be deferred and paid in accordance with the terms of the Corporation’s Mirror Savings Plan, and the remaining portion of the Prorated Bonus will be paid in a lump sum under this Section. In addition to the lump sum payments provided for herein, following an Involuntary Separation from Service, the Corporation shall also provide to the Executive Accelerated Vesting as provided in Section 1.3(d).
Form and Amount. In the event of the Involuntary Separation from Service of the Executive without Cause or the Voluntary Separation from Service for Good Reason, the Corporation shall pay the Compensation Payments to the Executive as soon as practicable or within the period required by law. In addition, conditioned upon receipt of the Executive’s written release of claims in such form as may be reasonably required by the Corporation (provided that such release shall not (x) provide for the release of any claims for, or right to, indemnification or advancement of expenses, (y) extend the length of any restrictive covenants beyond those to which Executive is otherwise subject or (z) release any rights to enforce the provisions of this Agreement or to vested compensation or benefits) and the expiration of any applicable period during which the Executive can rescind or revoke such release, the Corporation shall pay the Executive:
(i) severance pay in equal installments no less frequently than monthly, during the Severance Period equal to the Executive’s monthly Base Salary;
(ii) the Executive’s target annual incentive (at $1.00 per unit, to the extent then applicable to the plan and the then-current value of a unit) under the Corporation’s Management Incentive Compensation Program for the fiscal year in which the Executive experiences an Involuntary Separation from Service without Cause or a Voluntary Separation from Service for Good Reason, converted to a monthly amount by dividing that target annual incentive amount by 12, in equal installments, no less frequently than monthly, during the Severance Period;
(iii) subsidized COBRA (or equivalent) payments during the Severance Period, if the Executive is eligible (or would be eligible other than due to the extension of time past 18 months) for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) under the group health plan coverage options (medical, dental, vision, etc.) under the X. X. Xxxxxx Corporation, Inc. Health and Welfare Benefit Plan (“Health and Welfare Plan”) and the Executive elects COBRA continuation coverage under the group health plan coverage options under the Health and Welfare Plan. The amount of such subsidy shall be equal to the Corporation’s portion of the premium cost of the Executive’s group health plan coverage elections under the Health and Welfare Plan that the Corporation paid while the Executive was an active associate immediately prior to the E...
Form and Amount. Upon Executive's involuntary termination, other than for Cause, the Company shall:
(a) subject to Section 5.5(iii), pay or provide Executive
(1) his annual salary and benefits until the date of termination,
(2) within five business days after any revocation period in the release described in Section 5.5(iii) has expired, a lump sum cash payment equal to three multiplied by the sum of (x) and (y), where (x) is Executive's highest annual base salary in effect during the three years prior to his date of termination, and (y) is the highest annual incentive compensation earned by Executive during the three years prior to his termination; provided, however, that all amounts received by Executive pursuant to the Ultramar Diamond Shamrock Corporation Intermediate Incentive and Performance-Based Restricted Stock Plan shall not be considered "annual incentive compensation" for purposes of this Section 5.5(i)(a)(2),
(3) three additional years of age and service credit under all Company-sponsored employee benefit plans, including all retirement income plans and welfare benefit plans, policies or programs or arrangements in which Executive participates, including any savings, pension, supplemental executive retirement or other retirement income or welfare benefit, short and long-term disability, and any other deferred compensation, group and/or executive life, health, retiree health, medical/hospital, or other insurance (whether funded by actual insurance or self-insured by the Company), expense reimbursement or other employee benefit plans, policies, programs or arrangements or any equivalent successor plans, policies, programs or arrangements that may not now exist or may be adopted hereafter by the Company (but only to the extent that eligibility, vesting, or the timing or amount of the benefit are dependent upon age and service); provided, however, that in the case of a qualified defined benefit pension plan (hereafter, the "Qualified Plan"), (i) if such aforementioned involuntary termination occurs prior to, or contemporaneous with, the occurrence of an event entitling Executive to a lump sum payment under the provisions of either the Ultramar Corporation Supplemental Executive Retirement Plan (or any equivalent successor plan, policy, program or arrangement) (collectively, the "Ultramar SERP") or the Diamond Shamrock, Inc. Supplemental Executive Retirement Plan (or any equivalent successor plan, policy, program or arrangement) (collectively, the "DS SERP") pertai...
Form and Amount. Upon the Executive's involuntary termination, other than for Cause, (a) subject to Section 5.5(iii), the Company will pay or provide to the Executive (1) his annual base salary and benefits until the date of termination, (2) within five business days after termination of his employment, a lump sum cash payment equal in amount to three times the sum of (x) the Executive's highest annual base salary in effect during the three years prior to his date of termination, and (y) the highest annual incentive compensation earned by the Executive during the same three-year period, (3) three additional years of age and service credit under the qualified and nonqualified defined benefit retirement plans of the Company in which the Executive participates at the time of termination; provided, however, that in the case of a qualified defined benefit pension plan, the present value of the additional benefit the Executive would have accrued if he had been credited for all purposes with the additional years of age and service under such plan as of the Executive's date of termination with the Company will be paid in a lump sum in cash within five business days after termination of the Executive's employment, and (4) for a period of one year after termination of his employment, the continuation of the employee welfare benefits set forth in Section 4.2 except as offset by benefits paid by other sources as set forth in Section 8, or as prohibited by law or as a condition of maintaining the tax- favored status of any such benefits to the Company or its employees; (b) the Executive's benefit under the applicable supplemental executive retirement plan will be not less than the benefit the Executive would have received under the terms of the corresponding plan (including any individual modifications thereof) applicable to the Executive as in effect immediately prior to the Effective Date determined as if the Executive had continued employment under the terms of such corresponding plan (and modifications) until his actual termination of employment. For purposes of Section 5.5(i)(a)(2), the three- year period will include employment with Diamond Shamrock, Inc. or any of its affiliates.
Form and Amount. Coverage for commercial general liability and automobile liability shall be at least as broad as the following: (1) Insurance Services Office (ISO) Commercial General Liability Coverage (Occurrence Form CG 00 01 04 13); (2) Insurance Services Office (ISO) Business Auto Coverage (Form CA 00 01 03 10 Symbol 1). The amount of insurance coverage shall not be less than $1,000,000.00 per occurrence with an aggregate no less than two (2) times the required per occurrence limit applying to bodily injury, personal injury, and property damage, or any combination of the three. Any deductibles must be declared to and approved by the District. At the option of the District, either: the insurer shall reduce or eliminate such deductibles as respects the entity, its officers, officials, employees and volunteers; or the subcontractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration expenses, and defense expenses.
Form and Amount. Upon the Executive's involuntary termination other than by reason of death, Disability or for Cause as provided in Section 5.4(i), the Company will promptly pay or provide to the Executive:
(a) the unpaid Base Salary to which the Executive is entitled, pursuant to Section 4.1, through the date of the Executive's termination,
(b) for any accrued but unused vacation days, to the extent and in the amounts, if any, provided under the usual policies and arrangements, as modified by Section 4.3, which cover the Executive,
(c) a lump sum payment within five (5) business days after termination in an amount equal to three times the sum of (A) the annual rate of Base Salary (prior to any deferrals or reductions under qualified or non-qualified plans) being paid to the Executive immediately prior to termination (or immediately prior to any reduction therein occurring prior to termination, if greater), plus (B) the aggregate annual bonus, incentive or other payments of cash compensation (determined without regard to any deferral election) to which the Executive would have been entitled in accordance with Section 4.1(ii) under the bonus, incentive, profit-sharing, performance, discretionary pay or similar agreement, policy, plan, program or arrangement of the Company or its affiliates in which the Executive was participating for the year in which the termination occurs (or for the year in which any prior reduction therein occurs, if greater) based on the assumption that target performance goals for such year would be met and such payments would be made, and
(d) For a period of 36 months following the termination (the "Continuation Period"), the Company will arrange to provide the Executive with health (including medical/hospital, dental and vision) and life benefits substantially similar to those that the Executive was receiving or entitled to receive immediately prior to termination (or, if greater, immediately prior to the reduction, termination, or denial described in Section 5.4(i)(c)). Benefits otherwise receivable by the Executive pursuant to this Section 5.5(i)(d) will be reduced to the extent comparable benefits are actually received by or in respect of the Executive from another employer during the Continuation Period following the Executive's termination, and any such benefits actually received shall be reported by the Executive or other recipient to the Company.
Form and Amount. Upon the Executive's involuntary termination other than for Cause during the Employment Term, the Company will pay an amount to the Executive as follows: (a) if the termination occurs on or prior to the second anniversary of the Closing Date, an amount equal to three times the sum of the Executive's annual salary and target annual incentive compensation in effect immediately prior to the termination, multiplied by a fraction the numerator of which is the number of full months remaining in the Employment Term and the denominator of which is 36; and (b) if the termination occurs after the second anniversary of the Closing Date, an amount equal to the sum of the Executive's annual salary and target annual incentive compensation in effect immediately prior to the termination. Any amount due pursuant to this Section 3.3 will be payable in a lump sum less applicable taxes within 30 days following termination.
Form and Amount. In the event of the termination of the Employee by the Employer without Cause or by the Employee with Good Reason, the Employer shall pay the Compensation Payments to the Employee as soon as practicable or within the period required by law. In addition, conditioned upon receipt of the Employee's written release of claims in such form as may be required by the Employer, the Employer shall pay or provide to the Employee (a) as severance pay, an aggregate amount equal to Grand Total Earnings, multiplied by the result obtained by dividing (x) the balance of the Term, measured in days, by (y) 365, with such aggregate amount to be paid in equal installments on the usual payroll dates for the balance of the Term; (b) for 12 months following termination, outplacement services by a firm selected by the Employee at the expense of the Employer, in an amount up to $30,000.00, and (c) for 24 months following termination (the "Continuation Period") the continuation of group medical insurance benefits except as offset by benefits paid or provided by other sources as set forth in Section 7.6, or as prohibited by law. For purposes of determining the period of continuation coverage to which the Employee or any of the Employee's dependents is entitled under section 4980B of the Internal Revenue Code of 1986, as amended, (or any successor provision thereto), the Employee shall be deemed to have remained employed until the end of the Continuation Period.
Form and Amount. In the event of the termination of the Employee by the Employer without Cause or by the Employee with Good Reason, the Employer shall pay the Compensation Payments to the Employee as soon as practicable or within the period required by law. In addition, conditioned upon receipt of the Employee’s written release of claims in such form as may be required by the Employer, the Employer shall pay or provide to the Employee (a) as severance pay, an aggregate amount equal to Grand Total Earnings, multiplied by the result obtained by dividing (x) the balance of the Term, measured in days, by (y) 365, with such aggregate amount to be paid in equal installments on the applicable payroll dates for the balance of the Term; (b) for 12 months following termination, outplacement services by a firm selected by the Employee at the expense of the Employer, in an amount up to $30,000, and (c) for 24 months following termination (the “COBRA Continuation Period”) the continuation of group medical insurance benefits except as offset by benefits paid or provided by other sources as set forth in Section 7.6, or as prohibited by law.
Form and Amount. Prior to the Commencement Date, Tenant shall deliver to Landlord, as collateral for the full performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer as a result of any Default by Tenant under this Lease, including, but not limited to, any post lease termination damages under section 1951.2 of the California Civil Code, a standby, unconditional, irrevocable, transferable letter of credit (the "Letter of Credit") substantially in the form of Exhibit F-1 hereto (with only such modifications as are reasonably acceptable to Landlord) and containing the terms required herein, in the face amount of $250,000.00 (the "Letter of Credit Amount"), naming Landlord as beneficiary, issued (or confirmed) by a financial institution acceptable to Landlord in Landlord's sole discretion, permitting multiple and partial draws thereon, and otherwise in form acceptable to Landlord in its sole discretion; provided, however, that Landlord shall not withhold its consent based upon the form of Letter of Credit if such form is substantially consistent, in form and substance, to the form attached hereto as Exhibit F-1. Tenant shall cause a Letter of Credit satisfying the criteria set forth herein to be continuously maintained in effect (whether through replacement, renewal or extension) in the Letter of Credit Amount through the date (the "Final LC Expiration Date") that is 120 days after the scheduled expiration date of the Term or any renewal thereof. If the Letter of Credit held by Landlord expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank), Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord not later than 20 days prior to the expiration date of the Letter of Credit then held by Landlord. Any renewal or replacement Letter of Credit shall comply with all of the provisions of this Section 1, shall be irrevocable and transferable to any successor owner, secured lender or Mortgagee of the Premises.
