Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason:
1. the Company shall pay to the Executive in a lump sum in cash within 5 days after the Date of Termination the aggregate of the following amounts:
(a) the sum of (i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the product of (x) the higher of (I) the Recent Annual Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which 365 and (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be hereinafter referred to as the "Accrued Obligations"); and
(b) the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and
(c) an amount equal to the product of three times the higher of (i) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount (defined below) to the Executive's account under (x) all of the Company's retirement plans, or if higher, the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate...
Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause, death or Disability, or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.
(i) The Company shall pay to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below:
A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and
B. the amount equal to the product of (1) and (2) where:
(1) is
(i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and
(ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where
(2) is the sum of (x) the Executive's Annual Base Salary and (y) the Minimum Bonus; and
C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumpti...
Good Reason; Other Than for Cause. If the Company shall terminate the Executive’s employment other than for Cause (including by delivery of a Notice of Non-Renewal), or if the Executive shall terminate employment for Good Reason and provided (in the case of clauses (i)(B) and (ii) below) that Executive executes and does not revoke a general release of claims in form reasonably satisfactory to the Company:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and (2) the product of (x) the Executive’s Annual Bonus for the prior fiscal year (the “Prior Bonus”), and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up to and including the Date of Termination, and the denominator of which is 365 (the sum of such amounts, the “Accrued Obligations”); and
B. in lieu of any other severance that may be payable under any other Company benefit plan or policy, the Executive’s Enhanced Severance Amount shown on Exhibit A;
(ii) the Company shall pay or provide any accrued benefits and shall continue, for one year after the Executive’s Date of Termination, welfare benefits to the Executive and/or the Executive’s family on terms and conditions substantially equivalent to those provided to other senior executives of the Company and their families at such time; and
(iii) any unvested Deferred Units, Class B Units, stock options restricted stock and restricted share units or other equity interests in the Company or is subsidiaries held by Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest in accordance with the terms of the Agreement or plan pursuant to which such interests were issued or granted.
Good Reason; Other Than for Cause. If, during the Term, the Company shall terminate Executive’s employment other than for Cause (but not for Disability), or the Executive shall terminate his employment for Good Reason:
(1) in satisfaction of the annual bonus Executive would otherwise be eligible to receive under the short-term incentive plan in respect of the calendar year in which the Date of Termination occurs, the Company shall pay to Executive an amount equal to the product of (i) the annual bonus, if any, to which the Executive would have been entitled for the year in which the Date of Termination occurs had Executive’s employment with the Company not been terminated, as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Company as provided in Section 4(b)(1) hereof, and (ii) a fraction, the numerator of which is the number of days in the period beginning on the first day of the calendar year in which the Date of Termination occurs and ending on the Date of Termination and the denominator of which is 365. Such amount shall be paid on the date when such amounts would otherwise have been payable to the Executive if Executive’s employment with the Company had not terminated as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Company.
(2) Within 14 days following Executive’s Date of Termination, the Company shall pay to Executive a cash severance payment in an amount equal to 1.5 times the sum of the Executive’s Base Salary and Target Bonus as of the Date of Termination.
(3) With respect to the Company’s long-term incentive plan, the Company shall provide and pay the following amounts:
(i) for the year in which the Executive’s Date of Termination occurs, the Executive shall be entitled to a long-term incentive award equal to the product of (A) the long-term incentive bonus, if any, Executive would have been entitled to in respect of the calendar year in which the Date of Termination occurs had Executive’s employment with the Company not been terminated, as determined based on actual performance and in accordance with the terms and conditions of the Company’s long-term incentive plan, and (B) a fraction, the numerator of which is the number of days in the period commencing on the first day of the calendar year in which the Date of Termination occurs and ending on the Date of Termination and the denominator of which is 365. Such amount shall be paid on the same schedule and in the ...
Good Reason; Other Than for Cause. If, during the three (3) year period following a Change in Control, (X) the Company terminates the Employee’s employment other than for Cause, death, or Disability or (Y) the Employee resigns for Good Reason:
(1) the Company shall pay to the Employee (or the Employee’s estate or beneficiary, in the event of the Employee’s death after the Date of Termination), at the time specified herein (except as otherwise provided by Section 13(d)), the following amounts:
(A) a lump sum payment equal to the sum of (i) ____ times the Base Pay of the Employee plus (ii) ____ times the target annual Incentive Pay of the Employee, in lieu of any further payments to the Employee for periods subsequent to the Date of Termination (collectively, the “Severance Payment”), payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied;
(B) commencing on the Date of Termination and continuing until the earlier of (i) the expiration of the ___ year anniversary of the Date of Termination, (ii) the Employee’s death, or (iii) the Employee’s attainment of age 65 (such time period, the “Benefits Period”), the Company shall continue to provide the Employee (and the Employee’s eligible dependents and beneficiaries) with medical, dental, vision, and prescription drug benefits (collectively “health benefits”) and life insurance benefits substantially similar to those which the Employee was receiving or entitled to receive immediately prior to the Date of Termination (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or its Subsidiaries solely in order to comply with applicable law or due to the fact that the Employee is no longer an officer or employee of the Company and its Subsidiaries, then the Company shall itself pay or provide for the payment to the Employee (and the Employee’s eligible dependents and beneficiaries) such health benefits and life insurance benefits). The Employee shall pay the cost, on an after-tax basis, for the continued health benefits coverage, on or about January 31 of the year following the year in which the Date of Termination occurs and continuing on or about each January 31 until January 31 of the year following the last year of the Benefits Period, and concurrently therewith (and no later than March 15 following each such January 31) the Company will make a lump sum payment to the Employee such that, af...
Good Reason; Other Than for Cause. If Executive's employment is terminated by Company without Cause or by Executive for Good Reason (and in either case, other than by reason of Executive's death or Disability), then in consideration of Executive's services rendered prior to such termination:
Good Reason; Other Than for Cause. If, during the Term, the Company shall terminate Executive's employment other than for Cause (but not for Disability), or the Executive shall terminate his employment for Good Reason:
(1) Within 14 days of Executive's Date of Termination, the Company shall pay to Executive (i) the prorated portion of the Target Bonus for Executive for the year in which the Date of Termination occurs, and (ii) an amount equal to 1.5 times the sum of the Executive's Base Salary and Target Bonus as of the Date of Termination.
Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause, or the employment of the Executive shall be terminated by the Executive for Good Reason, the Company shall pay to the Executive a sum equal to (i) the amount of the remaining salary payments that the Executive would have earned if he continued his employment with the Company during the remaining unexpired term of this Agreement at the Executive's Base Salary at the Date of Termination; (ii) the average of the amount of bonus and any other compensation paid to the Executive during the term of this Agreement times the remaining number of years of this Agreement and any fraction thereof; and (iii) an amount equal to the average of the annual contributions that were made on the Executive's behalf to any employee benefit plans of the Company during the term of this Agreement times the remaining number of years of this Agreement and any fraction thereof. At the election of the Executive, which election is to be made within thirty (30) days of the Date of Termination, such payments shall be made in a lump sum or paid monthly during the remaining term of this Agreement following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a monthly basis during the remaining term of this Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment. The Company will continue life, medical, dental and disability coverage substantially identical to the coverage maintained by the Company for the Executive prior to his termination, except to the extent such coverage may be changed in its application to all Company employees on a nondiscriminatory basis. Such coverage shall cease upon the expiration of the remaining term of this Agreement. The Executive will be entitled to receive benefits due him under or contributed by the Company on his behalf pursuant to any retirement, incentive, profit sharing, bonus, performance, disability or other employee benefit plan maintained by the Company on the Executive's behalf to the extent such benefits are not otherwise paid to the Executive under a separate provision of this Agreement.
Good Reason; Other Than for Cause. If, during the Term, the --------------------------------- Company shall terminate Executive's employment other than for Cause (but not for Disability), or the Executive shall terminate his employment for Good Reason:
(1) Within 14 days of Executive's Date of Termination, the Company shall pay to Executive (i) the prorated portion of the Target Bonus and Performance Share Award for Executive for the year in which the Date of Termination occurs, and (ii) an amount equal to 1.5 times the sum of (x) the Executive's Base Salary and Target Bonus as of the Date of Termination, and (y) the number of performance shares awarded to the Executive pursuant to the Vencor, Inc. 1998 Incentive Compensation Plan (the "1998 Plan") in respect of the year in which such Date of Termination occurs (without regard to any acceleration of the award for such year), assuming for such purpose that all performance criteria applicable to such award with respect to the year in which such Date of Termination occurs were deemed to be satisfied (the "Performance Share Award").
Good Reason; Other Than for Cause. If, during the Term, the ---------------------------------- Company shall terminate Executive's employment for any reason other than either (i) Cause or (ii) Disability, or the Executive shall terminate his employment for Good Reason, the Company shall (A) in the event of such termination of employment on or before the LTIP Program Date, pay to Executive the amount of Executive's LTIP Award, payable within 30 days following the LTIP Program Date, (B) (i) pay to Executive an amount equal to the Base Salary as in effect immediately preceding the Date of Termination, that the Executive would have received for the period of 18 months following Executive's Date of Termination (the "Continuation Period"), and (ii) pay to Executive an amount equal to 1.5 times the average of (x) Executive's target bonus under the ABP for the year in which Executive's Date of Termination occurs and (y) the annual bonus under the ABP for the year immediately preceding the year in which Executive's Date of Termination occurs, and (iii) pay to Executive the pro rata portion of Executive's ABP award for the year of termination of employment, provided that the Company's performance, or where applicable, the Group's performance, warrants such award, and (C) provide Executive during the Continuation Period with continued coverage under the Company's health, life and disability insurance plans, provided that Executive continues to contribute the employee share of the cost applicable to such coverage and, provided such benefits are secondary to any other coverage obtained by Executive during such coverage period. Executive must advise the Company of any other coverage obtained during the Continuation Period. Amounts payable to Executive pursuant to subparagraph (B) above shall be paid in a lump sum within 30 days following Executive's Date of Termination unless Executive elects more than 120 days before the Date of Termination to defer their receipt pursuant to the nonqualified deferred compensation arrangement described in Section 5(e) hereof.
