Good Reason; Other Than for Cause, Death or Disability. 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 (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control): (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 to the extent not theretofore paid, (2) the product of (x) the sum of the Annual Bonus and Commissions paid to the Executive for the fiscal year prior to the Employment Period 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 is 365 and (3) 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 (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) 2.00 multiplied by (2) the sum of (x) the Executive's Annual Base Salary at the time the Notice of Termination was given and (y) the sum of the Annual Bonus plus Commissions paid to the Executive for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of Termination; and (ii) at all time during the Employment Period the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"); and (iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").
Appears in 1 contract
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company ITN shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i) the Company ITN shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amounts:
A. the sum of (1A) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (B) to the extent not theretofore paid, any annual bonus payable to the Executive for any prior completed fiscal year; (2C) the product of (x) the sum of the Annual Bonus and Commissions largest annual bonus paid or payable to the Executive for in respect of any of the three (3) fiscal years immediately preceding the fiscal year prior to in which the Employment Period and Date of Termination occurs (ythe "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 is 365 and 365; (3D) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid; and (E) any accrued vacation pay, in each case expense reimbursement and any other entitlements accrued by the Executive under Section 2(B), to the extent not theretofore paid (the sum of the amounts amount described in clauses (1A), (2) and B), (3C), (D)and (E) shall be hereinafter referred to as the "Accrued Obligations"); and
B. (ii) ITN shall pay to the Executive in equal monthly installments beginning thirty (30) days following the Date of Termination an amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product larger of (1) 2.00 multiplied by (2A) the sum of (x) the Executive's Annual Base Salary at and Highest Annual Bonus payable for the time the Notice remaining term of Termination was given and this Agreement, or (yB) the sum of the Executive's Annual Base Salary and Highest Annual Bonus plus Commissions paid to the Executive payable for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, 12 months (without duty of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of Terminationmitigation); and
(iiiii) at all time during If an Accelerating Event involving the Executive's termination occurs within eighteen (18) months following the date of this Agreement, ITN shall pay to the Executive an additional One Hundred Thousand Dollars ($100,000).
(iv) For the remainder of the Employment Period the Company (as it would continue but for such early termination), or such longer period as any plan, program, practice or policy may provide, ITN shall continue benefits to the Executive and/or the Executive's family and dependents at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv2(B)(vi) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive's employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of ITN as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies ITN and their families, provided, however, that if families ("Welfare Benefit Continuation"). If the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits), the Executive shall be considered to have remained employed until the end of the Employment Period(as it would continue but for such continuation early termination) and to have retired on the last day of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"); and
(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")period.
Appears in 1 contract
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company Employer shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i) the Company Employer shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amounts:
A. the sum of (1A) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (B) to the extent not theretofore paid, any annual bonus payable to the Executive for any prior completed fiscal year if payable or otherwise earned by Executive in accordance with the Plan; (2C) the product of (x) the sum greater of the Annual Bonus and Commissions any annual bonus paid or payable, including by reason of any deferral, to the Executive (annualized for any fiscal year consisting of less than twelve (12) full months or for which the Executive has been employed for less than twelve (12) full months) for the most recently completed fiscal year during the Employment Period, if any, and the average annualized (annualized for any fiscal year consisting of less than twelve (12) full months or with respect to which the Executive has been employed for less than twelve (12) full months) bonus paid or payable, including by reason of any deferral, to the Executive by FECI and its affiliated companies in respect of the three (3) fiscal years immediately preceding the fiscal year prior in which the Date of Termination occurs (such greater amount shall be hereinafter referred to as the Employment Period "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 is 365 and (3"Stub Bonus"); (D) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid; (E) the balance in the SERP together with accrued interest; and (F) any accrued vacation pay, in each case expense reimbursement and any other entitlements accrued by the Executive under Section 2(b), to the extent not theretofore therefore paid (the sum of the amounts amount described in clauses (1A), (2B), (C), (D), (E) and (3F) shall be hereinafter referred to as the "Accrued Obligations"); and
B. (ii) FECI shall pay to the Executive in forty-eight (48) semi-monthly installments beginning 15 days following the Date of Termination an amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) 2.00 multiplied by (2) twice the sum of (x) the Executive's Annual Base Salary at and the time the Notice of Termination was given and (y) the sum of the Highest Annual Bonus plus Commissions paid to the Executive for the immediately preceding fiscal year, (without duty of mitigation); provided, however, that in the Severance Amount event the foregoing payment schedule will result in any portion of such payments being subject to the additional 20% tax under Section 409A of the Internal Revenue Code, the schedule shall be lessened by adjusted such that any amount that would be due after the amount, if latest date that such amounts can be paid without imposition of such tax will be paid at all, of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive least five (other than those set forth in this Agreement5) to receive salary, bonus or commission compensation from the Company for periods days before such date; and
(iii) For eighteen (18) months following the Date of Termination; and
(ii) at all time during the Employment Period the Company shall , Employer shall, subject to Executive's continued co-payments of premiums, continue benefits to the Executive and/or the Executive's family and dependents at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv2(b)(vii) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive's employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of Employer as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies Employer and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility families (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"); and
(iii) . Provided, however, that in the event that the Executive commences other employment that offers substantially similar or improved benefits, as to any particular health plan, the extent continuation of coverage by the Company for such similar or improved benefit under such plan shall cease upon Executive becoming eligible for such benefits. To the extent, in the good faith judgment of the Company or the Executive, such coverage cannot theretofore paid be provided under the Company's health plans without jeopardizing the tax status of such plans, for underwriting reasons or providedbecause of the tax impact on the Executive, the Company shall timely pay or provide the Executive an amount equal to the Executive and/or cost to the Company for a similarly situated active employee fully grossed-up to cover taxes on such amount and the gross-up payment. Such period of medical coverage shall reduce and count against the Executive's family any other amounts rights to COBRA continuation coverage.
(iv) Any stock option agreement granted to Executive shall provide for an exercise period of at least one year following termination of employment in the event of a termination without Cause or benefits required to be paid or provided or which resignation for Good Reason but such exercise period will not extend beyond the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement stated term of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")option.
Appears in 1 contract
Samples: Employment Agreement (Florida East Coast Industries Inc)
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i1) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts:
A. (A) the sum of (1i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) the Executive's business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company as of the Date of Termination, (iii) the Executive's Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such bonus has been determined but not paid as of the Date of Termination and (iv) the product of (x) the sum higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (and Commissions paid to annualized for any fiscal year consisting of less than 12 full months or during which the Executive was employed for less than 12 full months), for the most recently completed fiscal year prior to during the Employment Period Period, if any (such higher amount, 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, Termination and the denominator of which is 365 365, and (3v) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2ii), (iii), (iv) and (3) shall be hereinafter referred to as v), the "Accrued Obligations"); and;
B. (B) the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1i) 2.00 multiplied by two and (2ii) the sum of (x) the Executive's Annual Base Salary at the time the Notice of Termination was given and (y) the sum Highest Annual Bonus; and
(C) an amount equal to the excess of (i) the actuarial equivalent of the Annual Bonus plus Commissions paid benefit under any qualified defined benefit retirement plan maintained by the Company (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive for than those in effect under the Retirement Plan immediately preceding fiscal yearprior to the Effective Date) and any excess or supplemental retirement plan in which the Executive participates (collectively, provided, however, the "SERP") that the Severance Amount shall be lessened by Executive would receive if the amount, if at all, of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company Executive's employment continued for periods following two years after the Date of Termination; and
, assuming for this purpose that all accrued benefits are fully vested and assuming that the Executive's compensation in each of the three years is that required by Sections 3(b)(1) and 3(b)(2), over (ii) at all time during the Employment Period actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination;
(2) for two years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"3(b); and
(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").
Appears in 1 contract
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company Employer shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i) the Company Employer shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amounts:
A. the sum of (1A) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (B) to the extent not theretofore paid, (2) the product of (x) the sum of the Annual Bonus and Commissions paid any annual bonus payable to the Executive for the any prior completed fiscal year prior to the Employment Period and year; (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 is 365 and (3C) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid; and (D) any accrued vacation pay, in each case expenses reimbursement and any other entitlements accrued by the Executive under Section 2(b) to the extent not theretofore paid (the sum of the amounts amount described in clauses (1A), (2B), (C) and (3D) shall be hereinafter referred to as the "Accrued Obligations"); and
B. (ii) Employer shall pay to the Executive in eighteen (18) monthly installments beginning thirty (30) days following the Date of Termination an amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) 2.00 multiplied by (2) the sum of one hundred fifty percent (x150%) of the Executive's Annual Base Salary at the time the Notice of Termination was given and plus fifty percent (y50%) the sum of the Annual Bonus plus Commissions paid payment made under Section 2(b)(ii), if any, with respect to the Executive for the immediately preceding most recently completed fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, year of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive Employer; and
(other than those set forth in this Agreementiii) to receive salary, bonus or commission compensation from the Company for periods For eighteen (18) months following the Date of Termination; and
(ii) at all time during the Employment Period the Company , or such longer period as any plan, program, practice or policy may provide, Employer shall continue benefits to the Executive and/or the Executive's family and dependents at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv2(b)(vii) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive's employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of Employer as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies Employer and their families, provided, however, that if families ("Welfare Benefit Continuation"). If the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer any other employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"); and
(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")eligibility.
Appears in 1 contract
Samples: Employment Agreement (Florida East Coast Industries Inc)
Good Reason; Other Than for Cause, Death or Disability. 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 (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(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 to the extent not theretofore paid, (2) the product of (x) the sum of higher of
(i) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and Commissions paid to 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 prior to during the Employment Period 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 is 365 and (3) 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 (1), (2) ), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and
B. the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) 2.00 multiplied by [three - for members of the Strategy and Planning Committee; two - for other members of the Executive Committee] and (2) the sum of (x) the Executive's Annual Base Salary at the time the Notice of Termination was given and (y) the sum Highest Annual Bonus; and
C. an amount equal to the contributions to the Executive's account in the Company's Profit Sharing Plan which the Executive would receive if the Executive's employment continued for [three - for members of the Annual Bonus plus Commissions paid Strategy and Planning Committee; two - for other members of the Executive Committee] years after the Date of Termination assuming for this purpose that all such contributions are fully vested, and, and assuming that the Company's contribution to the Executive for Profit Sharing Plan in each such year is in an amount equal to the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, of any other cash severance benefits received by the Executive or any other cash payments made greatest amount contributed by the Company in any of the three years ending prior to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of Termination; andEffective Date.
(ii) at all time during for [three - for members of the Employment Period Strategy and Planning Committee; two - for other members of the Executive Committee] years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) as in effect and applicable generally to other peer executives and their families during of the 90-day period immediately preceding Agreement if the Effective Date Executive's employment has not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility eligibility.
(such continuation iii) the Company shall, at its sole expense as incurred, provide the Executive with out placement services, the scope and provider of such benefits for the applicable period herein set forth which shall be hereinafter referred to as "Welfare Benefit Continuation")selected by the Executive in his sole discretion; and
(iiiiv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").
Appears in 1 contract
Good Reason; Other Than for Cause, Death or Disability. 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 (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(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 to the extent not theretofore paid, and (2) the product of (x) the sum of the Annual Bonus and Commissions highest annual bonus paid to the Executive for any of the fiscal year three years prior to the Employment Period Effective Date (the "Recent Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year in which the Date of Termination occurs 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 accrued vacation pay365, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) 2), shall be hereinafter referred to as the "Accrued Obligations"); and
B. the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) 2.00 multiplied the number of months and portions thereof from the Date of Termination until the third anniversary of the 8 Effective Date, divided by twelve and (2) the sum of (x) the Executive's Annual Base Salary at the time the Notice of Termination was given and (y) the sum of the Recent Annual Bonus plus Commissions paid to the Executive for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of TerminationBonus; and
(ii) at all time during for the Employment Period remainder of the Executive's life and that of his current spouse, the Company shall continue to provide medical and dental benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally his spouse and dependents at any time thereafter with respect the Company's cost on a basis such benefits were provided to the Executive or other peer executives immediately prior to the Date of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility Termination (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as collectively "Welfare Benefit ContinuationMedical Benefits");
(iii) the Option and the Restricted Stock shall vest immediately; and
(iiiiv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during through the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families Termination (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").
Appears in 1 contract
Good Reason; Other Than for Cause, Death or Disability. 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 (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(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 to the extent not theretofore paid, and (2) the product of (x) the sum of the Annual Bonus and Commissions highest annual bonus paid to the Executive for any of the fiscal year three years prior to the Employment Period Date of Termination (the "Recent Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year in which the Date of Termination occurs 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 accrued vacation pay365, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) 2), shall be hereinafter referred to as the "Accrued Obligations"); and
B. the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) 2.00 multiplied the number of months and portions thereof from the Date of Termination until the third anniversary of the Effective Date, divided by twelve and (2) the sum of (x) the Executive's Annual Base Salary at the time the Notice of Termination was given and (y) the sum of the Recent Annual Bonus plus Commissions paid to the Executive for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of TerminationBonus; and
(ii) at all time during for the Employment Period remainder of the Executive's life and the life of his spouse, the Company shall continue to provide medical and dental benefits to the Executive and/or and his spouse on the Executive's family at least equal to those which would have been same basis as such benefits are provided to them in accordance the Executive immediately prior to the Date of Termination (collectively "Medical Benefits");
(iii) any stock incentive awards granted after the Effective Date shall vest immediately ("Stock Awards");
(iv) until the third anniversary of the Effective Date, the Executive shall continue to be provided with the plans, programs, practices and policies benefits described in Section 4(b)(iv3(b)(iv) as in effect and applicable generally shall be deemed to other peer executives and their families during the 90-day period immediately preceding the Effective Date orbe an employee for purposes of such plans, if more favorable to the Executive, as in effect generally at any time thereafter with respect to provided that the Executive or other peer executives shall not be entitled to additional awards under any of the Company Company's incentive plans and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible shall cease to receive medical or other welfare accrue additional benefits under another employer provided plan, the medical Company's qualified and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation")nonqualified retirement plans; and
(iiiv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during through the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families Termination (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").
Appears in 1 contract
Samples: Employment Agreement (Norwest Corp)
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability death or Disability, or the Executive shall terminate employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(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 to the extent not theretofore paid, and (2) the product of (x) the sum of the Annual Bonus and Commissions paid to the Executive for the fiscal year prior to the Employment Period 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 is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation paypay payable per the standard vacation policy on termination, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), and (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and
B. the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) 2.00 multiplied by (2) the sum of (x) the Executive's Annual Base Salary at the time the Notice of Termination was given and (y) the sum Executive's Target Bonus (the "Severance"). For purposes of the Annual preceding sentence, the Executive's Target Bonus plus Commissions paid shall be an amount equal to the Executive for average of the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, of any other cash severance benefits annual bonuses received by the Executive pursuant to the Company's Executive Incentive Compensation Plan (or any other cash payments made by similar future bonus program) for the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of Termination; andpreceding three years.
(ii) at all time during stock options, restricted stock or other equity compensation awarded to the Employment Period Executive by either the Parent or a successor by merger, consolidation or otherwise, including, but not limited to, all awards under the HealthAxis Inc. 2005 Incentive Stock Plan (as now or hereafter amended and restated), shall become 100% vested and, any stock options shall be exercisable for a period equal to thirty-six (36) months after the Executive's Date of Termination;
(iii) for twelve (12) months after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv2(c)(iv) as in effect and applicable generally to other peer executives and their families during of this Agreement if the 90-day period immediately preceding the Effective Date Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed re-employed with another employer and is eligible to receive equivalent medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility eligibility;
(such continuation iv) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services for a period of such benefits for twelve (12) months, the applicable period herein set forth provider of which shall be hereinafter referred to as "Welfare Benefit Continuation")selected by the Executive in her sole discretion; and
(iiiv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").
Appears in 1 contract
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company IGI shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i) the Company IGI shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amounts:
A. the sum of (1A) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (B) to the extent not theretofore paid, any annual bonus payable to the Executive for any prior completed fiscal year; (2C) the product of (x) the sum of the Annual Bonus and Commissions largest annual bonus paid or payable to the Executive for in respect of any of the three (3) fiscal years immediately preceding the fiscal year prior to in which the Employment Period and Date of Termination occurs (ythe "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 is 365 and 365; (3D) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid; and (E) any accrued vacation pay, in each case expense reimbursement and any other entitlements accrued by the Executive under Section 2(B), to the extent not theretofore paid (the sum of the amounts amount described in clauses (1A), (2) and B), (3C), (D)and (E) shall be hereinafter referred to as the "Accrued Obligations"); and
B. (ii) IGI shall pay to the Executive in equal monthly installments beginning thirty (30) days following the Date of Termination an amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product larger of (1) 2.00 multiplied by (2A) the sum of (x) the Executive's Annual Base Salary at and Highest Annual Bonus payable for the time the Notice remaining term of Termination was given and this Agreement, or (yB) the sum of the Executive's Annual Base Salary and Highest Annual Bonus plus Commissions paid to the Executive payable for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, 12 months (without duty of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of Terminationmitigation); and
(iiiii) at all time during If an Accelerating Event involving the Executive's termination occurs within eighteen (18) months following the date of this Agreement, IGI shall pay to the Executive an additional One Hundred Thousand Dollars ($100,000).
(iv) For the remainder of the Employment Period the Company (as it would continue but for such early termination), or such longer period as any plan, program, practice or policy may provide, IGI shall continue benefits to the Executive and/or the Executive's family and dependents at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv2(B)(vi) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive's employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of IGI as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies IGI and their families, provided, however, that if families ("Welfare Benefit Continuation"). If the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits), the Executive shall be considered to have remained employed until the end of the Employment Period(as it would continue but for such continuation early termination) and to have retired on the last day of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"); and
(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")period.
Appears in 1 contract
Good Reason; Other Than for Cause, Death or Disability. 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 (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(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 to the extent not theretofore paid, (2) the product of (x) the sum of the average Annual Bonus and Commissions paid or payable, including any bonus or portion thereof that has been earned but deferred, to the Executive as Chairman, but if no Annual Bonus has been paid or is payable to the Executive as Chairman, the annual bonus paid or payable, including any bonus or portion thereof that has been earned but deferred, for the most recently completed fiscal year prior to the Employment Period Effective Time (the "RECENT ANNUAL BONUS") and (y) a fraction, the numerator of which is the number of days that have elapsed in the current fiscal year through in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 365, and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case pay 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 ObligationsACCRUED OBLIGATIONS"); and
B. the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) 2.00 multiplied the number of days from the Date of Termination until the fourth anniversary of the Effective Date divided by 365 and (2) the sum of (x) the Executive's Annual Base Salary at the time the Notice of Termination was given and (y) the sum of the Recent Annual Bonus plus Commissions paid to the Executive for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of TerminationBonus; and
(ii) at all time during All stock options, restricted stock, restricted stock units and other equity-based compensation awards outstanding as of the Employment Period the Company shall continue benefits to Date of Termination and held by the Executive and/or the Executive's family at least equal to those which would have been provided to them shall vest in accordance with the plansfull, programs, practices be fully exercisable and policies described in Section 4(b)(iv) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits remain fully exercisable for the applicable period herein set forth shall be hereinafter referred to as remainder of their full term (the "Welfare Benefit ContinuationEQUITY BENEFITS"); and
(iii) The Medical Benefits; and
(iv) The Company shall continue officer and director liability insurance under substantially the same terms and conditions s are in effect immediately prior to termination at no cost to the Executive until the statute of limitations expires on claims arising prior to termination of the Agreement and shall continue indemnification and advancement of litigation expenses to the maximum extent and for the maximum period permitted by law; and
(v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect through the Date of Termination including without limitation the Deferred Compensation Benefits and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable any benefits under Section 3(b)(vii) to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families extent not paid or provided (such other amounts and benefits shall be hereinafter referred to as the "Other BenefitsOTHER BENEFITS"). Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "CODE"), cash amounts and the Medical Benefits that would otherwise be payable or provided under this Section 5(a) during the six-month period immediately following the Date of Termination shall instead be paid or provided, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code ("INTEREST"), on the first business day after the date that is six months following the Executive's "separation from service" within the meaning of Section 409A of the Code; provided, however, that, with respect to the Medical Benefits, the Company shall take such action as is necessary to ensure that there is not a lapse in coverage.
Appears in 1 contract
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i1) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts:
A. (A) the sum of (1i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) the product of (x) the sum highest of (I) the Annual Bonus and Commissions paid equal to the Executive product of (1) the Executive's Annual Base Salary and (2) the Executive's target Annual Bonus percentage in effect for the year in which the Effective Date occurs, or if higher, the year in which the Date of Termination occurs, (II) the Recent Annual Bonus and (III) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (and annualized for any fiscal year prior to consisting of less than 12 full months or during which the Executive was employed for less than 12 full months), for the most recently completed fiscal year during the Employment Period Period, if any and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 365, and (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2ii) and (3) shall be hereinafter referred to as iii), the "Accrued Obligations"); and
B. (B) the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1i) 2.00 multiplied by three and (2ii) the sum of (x) the Executive's Annual Base Salary at the time the Notice of Termination was given and (y) the sum higher of (I) the Recent Annual Bonus and (II) the Annual Bonus plus Commissions paid or payable, including any bonus or portion thereof that has been earned but deferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Executive was employed for less than 12 full months), for the most recently completed fiscal year during the Employment Period, if any; and
(C) an amount equal to the excess of (i) the actuarial equivalent of the benefit under the Company's or an affiliated company's qualified defined benefit retirement plan or plans, including any plan or arrangement maintained or sponsored in a jurisdiction other than the United States pursuant to statute or otherwise, in which the Executive participates (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive for than those in effect under the Retirement Plan immediately preceding fiscal yearprior to the Effective Date) and any excess or supplemental retirement plan or plans in which the Executive participates, providedincluding any individual contract, howeveragreement, letter or other arrangement to which the Executive is a party (taking into account, without limitation, any additional age and/or service credit that would have been earned thereunder) (collectively, the "SERP") that the Severance Amount Executive would receive if the Executive's employment continued for three years after the Date of Termination (and using the additional three years of age and service for purposes of determining actuarial equivalency), assuming for this purpose that all accrued benefits are fully vested and assuming that the Executive's compensation in each of the three years is that required by Sections 3(b)(1) and 3(b)(2), over (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination (for purposes of this Section 5(a)(1)(C), actuarial equivalent shall mean the approximate basis at which insured annuities could be purchased in the open market on the Date of Termination or, in the case of plans where such equivalency is explicitly defined, actuarial equivalency shall be lessened by calculated on the amountbasis specified in the applicable plan document; furthermore, if at all, of any other cash severance benefits received by all currency translations shall be made based on the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth rate in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following effect on the Date of Termination, and such rate shall apply to both the benefit accrued on the Date of Termination, as well as to the value of the benefit calculated that includes the additional three years of age and service; andfurthermore, for purposes of calculating actuarial equivalence of a pension benefit (with or without the additional three years of age and service), the Executive's eligibility to receive, and the amount of, an immediately commencing early retirement benefit shall be reflected in the calculation of the actuarial equivalent benefit);
(ii2) at all time during for three years after the Employment Period Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Executive shall be deemed to be on a leave of absence from the Company and the Company shall continue to provide welfare benefits to the Executive and/or the Executive's family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) as in effect and applicable generally to other peer executives and their families during if the 90-day period immediately preceding the Effective Date Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its the affiliated companies and their families, provided, however, that that, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such continuation plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such benefits period;
(3) for all purposes of the applicable period herein set forth vesting and exercisability of equity-based awards granted under the Company's stock incentive plans and the award agreements thereunder, the Executive shall be hereinafter referred deemed to be on a leave of absence from the Company for three years after the Date of Termination and the Executive's termination of employment from the Company shall be deemed to occur on the third anniversary of the Date of Termination;
(4) the Company shall, at its sole expense as "Welfare Benefit Continuation")incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in the Executive's sole discretion; and
(iii5) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which that the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its the affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as benefits, the "Other Benefits").
Appears in 1 contract
Samples: Employment Agreement (Kellogg Co)
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company ITN shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i) the Company ITN shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amounts:
A. the sum of (1A) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (B) to the extent not theretofore paid, any annual bonus payable to the Executive for any prior completed fiscal year; (2C) the product of (x) the sum of the Annual Bonus and Commissions largest annual bonus paid or payable to the Executive for in respect of any of the three (3) fiscal years immediately preceding the fiscal year prior to in which the Employment Period and Date of Termination occurs (ythe "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 is 365 and 365; (3D) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid; and (E) any accrued vacation pay, in each case expense reimbursement and any other entitlements accrued by the Executive under Section 2(B), to the extent not theretofore paid (the sum of the amounts amount described in clauses (1A), (2) and B), (3C), (D)and (E) shall be hereinafter referred to as the "Accrued Obligations"); and
B. (ii) ITN shall pay to the Executive in equal monthly installments beginning thirty (30) days following the Date of Termination an amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product larger of (1) 2.00 multiplied by (2A) the sum of (x) the Executive's Annual Base Salary at and Highest Annual Bonus payable for the time the Notice remaining term of Termination was given and this Agreement, or (yB) the sum of the Executive's Annual Base Salary and Highest Annual Bonus plus Commissions paid to the Executive payable for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, 12 months (without duty of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of Terminationmitigation); and
(iiiii) at all time during If an Accelerating Event involving the Executive's termination occurs within eighteen (18) months following the date of this Agreement, ITN shall pay to the Executive an additional One Hundred Thousand Dollars ($100,000).
(iv) For the remainder of the Employment Period the Company (as it would continue but for such early termination), or such longer period as any plan, program, practice or policy may provide, ITN shall continue benefits to the Executive and/or the Executive's family and dependents at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv2(B)(v) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive's employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of ITN as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies ITN and their families, provided, however, that if families ("Welfare Benefit Continuation"). If the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits), the Executive shall be considered to have remained employed until the end of the Employment Period(as it would continue but for such continuation early termination) and to have retired on the last day of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"); and
(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")period.
Appears in 1 contract
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company NFM shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i) the Company NFM shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amounts:
A. the sum of (1A) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (B) to the extent not theretofore paid, any annual bonus payable to the Executive for any prior completed fiscal year; (2C) the product of (x) the sum of the Annual Bonus and Commissions largest annual bonus paid or payable to the Executive for in respect of any of the three (3) fiscal years immediately preceding the fiscal year prior to in which the Employment Period Date of Termination occurs (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 is 365 and 365; (3D) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid; and (E) any accrued vacation pay, in each case expense reimbursement and any other entitlements accrued by the Executive under Section 2(b), to the extent not theretofore paid (the sum of the amounts amount described in clauses (1A), (2B), (C), (D) and (3E) shall be hereinafter referred to as the "Accrued Obligations"); and
B. (ii) NFM shall pay to the Executive in equal monthly installments beginning thirty (30) days following the Date of Termination an amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product larger of (1) 2.00 multiplied by (2A) the sum of (x) the Executive's Annual Base Salary at and Highest Annual Bonus payable for the time the Notice remaining term of Termination was given and this Agreement, or (yB) the sum of the Executive's Annual Base Salary and Highest Annual Bonus plus Commissions paid to the Executive payable for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, 12 months (without duty of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of Terminationmitigation); and
(iiiii) at all time during If an Accelerating Event involving the Executive's termination occurs within eighteen (18) months following the date of this Agreement, NFM shall pay to the Executive an additional One Hundred Thousand Dollars ($100,000).
(iv) For the remainder of the Employment Period the Company (as it would continue but for such early termination), or such longer period as any plan, program, practice or policy may provide, NFM shall continue benefits to the Executive and/or the Executive's family and dependents at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv2(b)(viii) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive's employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of NFM as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies NFM and their families, provided, however, that if families ("Welfare Benefit Continuation"). If the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits), the Executive shall be considered to have remained employed until the end of the Employment Period (as it would continue but for such continuation early termination) and to have retired on the last day of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"); and
(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")period.
Appears in 1 contract
Samples: Securities Purchase Agreement (New Frontier Media Inc /Co/)
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company NOOF shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i) the Company NOOF shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amounts:
A. the sum of (1A) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (B) to the extent not theretofore paid, any annual bonus payable to the Executive for any prior completed fiscal year; (2C) the product of (x) the sum of the Annual Bonus and Commissions largest annual bonus paid or payable to the Executive for in respect of any of the three (3) fiscal years immediately preceding the fiscal year prior to in which the Employment Period and Date of Termination occurs (ythe "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 is 365 and 365; (3D) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid; and (E) any accrued vacation pay, in each case expense reimbursement and any other entitlements accrued by the Executive under Section 2(B), to the extent not theretofore paid (the sum of the amounts amount described in clauses (1A), (2) and B), (3C), (D)and (E) shall be hereinafter referred to as the "Accrued Obligations"); and
B. (ii) NOOF shall pay to the Executive in equal monthly installments beginning thirty (30) days following the Date of Termination an amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product larger of (1) 2.00 multiplied by (2A) the sum of (x) the Executive's Annual Base Salary at and Highest Annual Bonus payable for the time the Notice remaining term of Termination was given and this Agreement, or (yB) the sum of the Executive's Annual Base Salary and Highest Annual Bonus plus Commissions paid to the Executive payable for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, 12 months (without duty of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of Terminationmitigation); and
(iiiii) at all time during If an Accelerating Event involving the Executive's termination occurs within eighteen (18) months following the date of this Agreement, NOOF shall pay to the Executive an additional One Hundred Thousand Dollars ($100,000).
(iv) For the remainder of the Employment Period the Company (as it would continue but for such early termination), or such longer period as any plan, program, practice or policy may provide, NOOF shall continue benefits to the Executive and/or the Executive's family and dependents at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv2(B)(vi) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive's employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of NOOF as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies NOOF and their families, provided, however, that if families ("Welfare Benefit Continuation"). If the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits), the Executive shall be considered to have remained employed until the end of the Employment Period(as it would continue but for such continuation early termination) and to have retired on the last day of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"); and
(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")period.
Appears in 1 contract
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall If Haskxx xxxll terminate the Executive's employment other than for Cause or Disability during the Effective Period, or the Executive shall terminate employment for Good Reason (orpursuant to a Notice of Termination delivered during the Effective Period, Haskxx xxxees to make the payments and provide the benefits described below. Haskxx xxxll not be obligated to make such payments and provide such benefits if the Executive's employment with respect to Section 6(a)(ii) hereof, in all event upon Haskxx xxxminates as a Change result of Control):Executive's death.
(i) the Company shall Haskxx xxxll pay to the Executive in a lump sum in cash within 30 10 days after the Date of Termination an amount equal to the aggregate product of the following amounts:
A. (1) and (2), where (1) is three and (2) is the sum of (1x) Executive's highest rate of annual base salary in effect at any time in the two years preceding the Date of Termination and (y) the Executive's Annual Base Salary highest annual amount of incentive compensation (including both short and long term compensation) paid in respect of the most recent three fiscal years ending before the Date of Termination under; provided, however, that if the incentive compensation otherwise payable under Haskxx'x Xxxentive Compensation Plan in respect of the fiscal year preceding the fiscal year in which the Date of Termination occurs has not been paid in full on or before the Date of Termination, "three" in this clause (y) shall be replaced by "four." (The amount in this clause (y) is referred to hereinafter as the "Incentive Compensation Payment.")
(A) Haskxx xxxll pay Executive his or her full base salary through the Date of Termination to at the extent not theretofore paidrate in effect at the time the Notice of Termination is
(B) In addition, (2) if the product incentive compensation otherwise payable under Haskxx'x xxxentive compensation plan of (x) the sum Haskxx xx respect of the Annual Bonus and Commissions paid to the Executive for the fiscal year prior to preceding the Employment Period and (y) a fraction, the numerator of which is the number of days in the current fiscal year through in which the Date of Termination occurs has not been paid in full on or before the Date of Termination, Haskxx xxxll pay Executive an amount equal to the difference between the Incentive Compensation Payment and the denominator portion (if any) which was actually paid to the Executive of such incentive compensation in respect of the fiscal year preceding the fiscal year in which the Date of Termination occurs.
(iii) For two years after Executive's Date of Termination, Haskxx xxxll continue to provide medical and life insurance benefits and fringe benefits and other perquisites to Executive and Executive's family at least equal to those which would have been provided to them if Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of Haskxx xxx its affiliated companies applicable generally to other peer executives and their families immediately preceding the Date of Termination; provided, however, that if Executive becomes reemployed with another employer, the medical, life insurance and other benefits described herein shall cease and terminate thirty (30) days after the effective date of Executive's reemployment. In connection with the foregoing, Executive agrees to notify Haskxx xx writing of his reemployment within Ten days (10) of such reemployment. For purposes of determining eligibility (but not the time of commencement of benefits) of Executive for retiree benefits pursuant to such plans, practices, programs and policies, Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period. Following the period of continued benefits referred to in this subsection, Executive and Executive's family shall be given the right provided in Section 49808 of the Internal Revenue Code to elect to continue benefits in all group medical plans. In the event that Executive's participation in any of the plans, programs, practices or policies of Haskxx xxxerred to in this subsection is 365 barred by the terms of such plans, programs, practices or policies, Haskxx xxxll provide Executive with benefits substantially similar to those which Executive would be entitled as a participant in such plans, programs, practices or policies. At the end of the period of coverage, Executive shall have the option to have assigned to Executive, at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by Haskxx xxx relating specifically to Executive.
(3iv) any Haskxx xxxll enable Executive to purchase the automobile, if any, that Haskxx xxx providing for Executive at the time Notice of Termination was given at the wholesale value of such automobile at such time, as shown in the current addition of the National Auto Research Publication Blue Book. Any outstanding relocation loans to Executive from Haskxx xxxll not be accelerated. The obligations set forth in this Section 6(a) (iv) are hereinafter referred to as the "Special Obligations."
(v) Any compensation previously deferred by the Executive (together with any accrued earnings or interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described amount referred to in clauses this clause (1), (2v) and clause (3ii) shall be hereinafter above being referred to as the "Accrued Obligations"); and
B. the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) 2.00 multiplied by (2) the sum of (x) the Executive's Annual Base Salary at the time the Notice of Termination was given and (y) the sum of the Annual Bonus plus Commissions paid to the Executive for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of Termination; and.
(iivi) at all time during the Employment Period the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"); and
(iii) to To the extent not theretofore paid or provided, the Company shall Haskxx xxxll timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and Haskxx xxx its affiliated companies as companies, including but not limited to any benefits payable to Executive under a plan, policy, practice, etc., referred to in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date orSection 7 below, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be being hereinafter referred to as the "Other Benefits")) in accordance with the terms of such plan, program, policy, practice, contract or agreement.
(vii) Upon a Change of Control, any and all options, warrants and grants to purchase Class A Common Stock of Haskxx shall become immediately vested and exercisable by Executive.
Appears in 1 contract
Samples: Change in Control Agreement (Haskel International Inc)
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i1) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts:
A. (A) the sum of (1i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) the product of (x) the sum highest of (I) the Annual Bonus and Commissions paid equal to the Executive product of (1) the Executive's Annual Base Salary and (2) the Executive's target Annual Bonus percentage in effect for the year in which the Effective Date occurs, or if higher, the year in which the Date of Termination occurs, (II) the Recent Annual Bonus and (III) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (and annualized for any fiscal year prior to consisting of less than 12 full months or during which the Executive was employed for less than 12 full months), for the most recently completed fiscal year during the Employment Period Period, if any and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 365, and (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2ii) and (3) shall be hereinafter referred to as iii), the "Accrued Obligations"); and
B. (B) the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1i) 2.00 multiplied by three and (2ii) the sum of (x) the Executive's Annual Base Salary at the time the Notice of Termination was given and (y) the sum higher of (I) the Recent Annual Bonus and (II) the Annual Bonus plus Commissions paid or payable, including any bonus or portion thereof that has been earned but deferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Executive was employed for less than 12 full months), for the most recently completed fiscal year during the Employment Period, if any; and
(C) an amount equal to the excess of (i) the actuarial equivalent of the benefit under the Company's or an affiliated company's qualified defined benefit retirement plan or plans, including any plan or arrangement maintained or sponsored in a jurisdiction other than the United States pursuant to statute or otherwise, in which the Executive participates (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive for than those in effect under the Retirement Plan immediately preceding fiscal yearprior to the Effective Date) and any excess or supplemental retirement plan or plans in which the Executive participates, providedincluding any individual contract, howeveragreement, letter or other arrangement to which the Executive is a party (taking into account, without limitation, any additional age and/or service credit that would have been earned thereunder) (collectively, the "SERP") that the Severance Amount Executive would receive if the Executive's employment continued for three years after the Date of Termination (and using the additional three years of age and service for purposes of determining actuarial equivalency), assuming for this purpose that all accrued benefits are fully vested and assuming that the Executive's compensation in each of the three years is that required by Sections 3(b)(1) and 3(b)(2), over (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination (for purposes of this Section 5(a)(1)(C), actuarial equivalent shall mean the approximate basis at which insured annuities could be purchased in the open market on the Date of Termination or, in the case of plans where such equivalency is explicitly defined, actuarial equivalency shall be lessened by calculated on the amountbasis specified in the applicable plan document; furthermore, if at all, of any other cash severance benefits received by all currency translations shall be made based on the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth rate in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following effect on the Date of Termination, and such rate shall apply to both the benefit accrued on the Date of Termination, as well as to the value of the benefit calculated that includes the additional three years of age and service; andfurthermore, for purposes of calculating actuarial equivalence of a pension benefit (with or without the additional three years of age and service), the Executive's eligibility to receive, and the amount of, an immediately commencing early retirement benefit shall be reflected in the calculation of the actuarial equivalent benefit);
(ii2) at all time during for three years after the Employment Period Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Executive shall be deemed to be on a leave of absence from the Company and the Company shall continue to provide welfare benefits to the Executive and/or the Executive's family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) as in effect and applicable generally to other peer executives and their families during if the 90-day period immediately preceding the Effective Date Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its the affiliated companies and their families, provided, however, that that, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such continuation plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such benefits period;
(3) for all purposes of the applicable period herein set forth vesting and exercisability of equity-based awards granted under the Company's stock incentive plans and the award agreements thereunder, the Executive shall be hereinafter referred deemed to be on a leave of absence from the 9 10 Company for three years after the Date of Termination and the Executive's termination of employment from the Company shall be deemed to occur on the third anniversary of the Date of Termination;
(4) the Company shall, at its sole expense as "Welfare Benefit Continuation")incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in the Executive's sole discretion; and
(iii5) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which that the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its the affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as benefits, the "Other Benefits").
Appears in 1 contract
Samples: Employment Agreement (Kellogg Co)
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability Disability, or the Executive shall terminate employment for Good Reason (orReason, with respect then in consideration of Executive’s services rendered prior to Section 6(a)(ii) hereof, in all event upon a Change of Control):such termination:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amounts:
A. the sum of (1) the Executive's Annual ’s Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) Executive’s highest annual bonus from the sum Company, including any bonus or portion thereof which has been earned but deferred, for any of the Annual Bonus and Commissions paid to the Executive for the last three full fiscal year years prior to the Employment Period Date of Termination (such 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 is 365 and 365, (3) any accrued vacation pay to the extent not theretofore paid, and (4) unless Executive has elected a different payout date in a prior deferral election, 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 (1), (2), (3) and (34) shall be hereinafter referred to as the "“Accrued Obligations"”); and
B. the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of one (1) 2.00 multiplied by (2) times the sum of (x) the Executive's ’s Annual Base Salary at the time rate in effect on the Notice Date of Termination was given Termination, and (y) Executive’s Highest Annual Bonus;
(ii) for a period of one (1) year from the sum Date of Termination, the Annual Bonus plus Commissions paid Company will allow Executive and/or Executive’s eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the Executive for same extent and upon the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, of any other cash severance benefits received by same terms as the Executive or any other cash payments made by the Company and/or Executive’s eligible dependents participated immediately prior to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of Termination; and
(ii) at all time during provided that, in the Employment Period event the Board determines that Executive’s and/or Executive’s eligible dependents’ continued participation is not permissible under the terms and provisions of such plans, the Company shall continue benefits take such actions as may be necessary to provide Executive and/or Executive’s eligible dependents (without additional cost to the Executive and/or Executive’s eligible dependents) with benefits outside such plans having terms not less favorable than those provided under the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices Company’s medical and policies described in Section 4(b)(iv) other welfare plans as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Date of Termination. If Executive becomes reemployed re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation")eligibility; and
(iii) all unvested stock options to acquire stock of the Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be immediately and fully vested as of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; and
(iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”).
Appears in 1 contract
Samples: Change of Control Employment Agreement (Seacoast Banking Corp of Florida)
Good Reason; Other Than for Cause, Death or Disability. 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 (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(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. within 30 days after the Date of Termination, 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 sum of the a pro rata Annual Bonus and Commissions paid to the Executive for the fiscal year prior to the Employment Period and (y) a fraction, the numerator of in which is the number of days in the current fiscal year through the Date of TerminationTermination occurs based on the Company's annualized actual performance, 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 accrued vacation pay, in each case to the extent not theretofore paid and (4) any expenses for dining and country club dues and membership fees described in Section 2(b) (vii) that have been incurred before the Date of Termination and cannot be eliminated by resignation promptly following the Date of Termination (the sum , of the amounts described in clauses (1), (2), (3) and (34) shall be hereinafter referred to as the "Accrued Obligations"); and
B. the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) 2.00 multiplied by (2) the sum of (x) the Executive's Annual Base Salary at the time the Notice of Termination was given and (y) the sum of the Annual Bonus plus Commissions paid to the Executive for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following three years after the Date of Termination; andTermination payable when Annual Base Salary would have been paid if the Executive were still employed by the Company;
(ii) at all time during Options shall become immediately exer- cisable and vested;
(iii) for three years after the Employment Period Executive's Date of Termination, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv2(b) (v) of this Agreement if the Executive's employment had not been terminated;
(iv) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion provided that the total cost of such services shall not exceed fifteen percent of the Annual Base Salary as in effect and applicable generally to other peer executives and their families during immediately before the 90-day period immediately preceding Date of Termination;
(v) until the Effective Date or, if more favorable to later of (A) the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives third anniversary of the Company and its affiliated companies and their families, provided, however, that if Date of Termination or the Executive becomes reemployed with another employer and is eligible expiration of the lease of the automobile provided pursuant to receive medical Section 2(b) (vii) or other welfare benefits under another employer provided plan(B) the 180th day after the Date of Termination, the medical Company shall continue to provide such automobile and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for pay the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation")related expenses; and
(iiivi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible entitled to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").
Appears in 1 contract
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company Employer shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i) the Company Employer shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amounts:
A. the sum of (1A) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (B) to the extent not theretofore paid, (2) the product of (x) the sum of the Annual Bonus and Commissions paid any annual bonus payable to the Executive for the any prior completed fiscal year prior to if payable or otherwise earned by Executive in accordance with the Employment Period and Plan; (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 is 365 and (3C) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid; and (D) any accrued vacation pay, in each case expenses reimbursement and any other entitlements accrued by the Executive under Section 2(b) to the extent not theretofore paid (the sum of the amounts amount described in clauses (1A), (2B), (C) and (3D) shall be hereinafter referred to as the "Accrued Obligations"); and
B. (ii) FECI shall pay to the Executive in forty-eight (48) semi-monthly installments beginning 15 days following the Date of Termination an amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) 2.00 multiplied by (2) twice the sum of (x) the Executive's Annual Base Salary and the annual incentive bonus at the time the Notice of Termination was given and (y) the sum of the Annual Bonus plus Commissions paid to the Executive for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those target as set forth in this AgreementSection 2(b)(ii); and
(iii) to receive salary, bonus or commission compensation from the Company for periods For eighteen (18) months following the Date of Termination; and
(ii) at all time during the Employment Period the Company shall , Employer shall, subject to Executive's continued co-payments of premiums, continue benefits to the Executive and/or the Executive's family and dependents at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv2(b)(vi) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive's employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of Employer as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies Employers and their familiesfamilies ("Welfare Benefit Continuation"). Provided, provided, however, that if in the event that the Executive becomes reemployed with another employer and is eligible obtains other employment that offers substantially similar or improved benefits, as to receive medical or other welfare benefits under another employer provided any particular health plan, the medical and other welfare benefits described herein continuation of coverage by the Company for such similar or improved benefit under such plan shall immediately cease. To the extent, in the good faith judgment of the Company, such coverage cannot be secondary to those provided under such other plan during such applicable period of eligibility (such continuation the Company's health plans without jeopardizing the tax status of such benefits plans, for underwriting reasons or because of the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"); and
(iii) to tax impact on the extent not theretofore paid or providedExecutive, the Company shall timely pay or provide the Executive an amount equal to the Executive and/or cost to the Company for a similarly situated active employee fully grossed-up to cover taxes on such amount and the gross-up payment. Such period of medical coverage shall reduce and count against the Executive's family rights to COBRA continuation coverage.
(iv) Unless otherwise provided in any other amounts stock option grant agreement, all stock options to purchase shares of FECI common stock held by or benefits required to be paid or provided or which for the benefit of the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement shall become immediately fully vested and under any plan, program, policy or practice or contract or agreement exercisable as of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable of Termination. Restricted stock shall vest according to the Executive, as in effect generally thereafter with respect to other peer executives terms of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")Restricted Stock Agreement.
Appears in 1 contract
Samples: Employment Agreement (Florida East Coast Industries Inc)
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i1) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts:
A. (A) the sum of (1i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) the product of (x) the sum highest of (I) the Annual Bonus and Commissions paid equal to the Executive product of (1) the Executive's Annual Base Salary and (2) the Executive's target Annual Bonus percentage in effect for the year in which the Effective Date occurs, or if higher, the year in which the Date of Termination occurs, (II) the Recent Annual Bonus and (III) the Annual Bonus paid or payable, including any bonus or portion thereof that has been earned but deferred (and annualized for any fiscal year prior to consisting of less than 12 full months or during which the Executive was employed for less than 12 full months), for the most recently completed fiscal year during the Employment Period Period, if any and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 365, and (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2ii) and (3) shall be hereinafter referred to as iii), the "Accrued Obligations"); and
B. (B) the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1i) 2.00 multiplied by three and (2ii) the sum of (x) the Executive's Annual Base Salary at the time the Notice of Termination was given and (y) the sum higher of (I) the Recent Annual Bonus and (II) the Annual Bonus plus Commissions paid or payable, including any bonus or portion thereof that has been earned but deferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Executive was employed for less than 12 full months), for the most recently completed fiscal year during the Employment Period, if any; and
(C) an amount equal to the excess of (i) the actuarial equivalent of the benefit under the Company's or an affiliated company's qualified defined benefit retirement plan or plans, including any plan or arrangement maintained or sponsored in a jurisdiction other than the United States pursuant to statute or otherwise, in which the Executive participates (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive for than those in effect under the Retirement Plan immediately preceding fiscal yearprior to the Effective Date) and any excess or supplemental retirement plan or plans in which the Executive participates, providedincluding any individual contract, howeveragreement, letter or other arrangement to which the Executive is a party (taking into account, without limitation, any additional age and/or service credit that would have been earned thereunder) (collectively, the "SERP") that the Severance Amount Executive would receive if the Executive's employment continued for three years after the Date of Termination (and using the additional three years of age and service for purposes of determining actuarial equivalency), assuming for this purpose that all accrued benefits are fully vested and assuming that the Executive's compensation in each of the three years is that required by Sections 3(b)(1) and 3(b)(2), over (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination (for purposes of this Section 5(a)(1)(C), actuarial equivalent shall mean the approximate basis at which insured annuities could be purchased in the open market on the Date of Termination or, in the case of plans where such equivalency is explicitly defined, actuarial equivalency shall be lessened by calculated on the amountbasis specified in the applicable plan document; furthermore, if at all, of any other cash severance benefits received by all currency translations shall be made based on the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth rate in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following effect on the Date of Termination, and such rate shall apply to both the benefit accrued on the Date of Termination, as well as to the value of the benefit calculated that includes the additional three years of age and service; andfurthermore, for purposes of calculating actuarial equivalence of a pension benefit (with or without the additional three years of age and service), the Executive's eligibility to receive, and the amount of, an immediately commencing early retirement benefit shall be reflected in the calculation of the actuarial equivalent benefit);
(ii2) at all time during for three years after the Employment Period Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Executive shall be deemed to be on a leave of absence from the Company and the Company shall continue to provide welfare benefits to the Executive and/or the Executive's family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) as in effect and applicable generally to other peer executives and their families during if the 90-day period immediately preceding the Effective Date Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its the affiliated companies and their families, provided, however, that that, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such continuation plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such benefits period;
(3) for all purposes of the applicable period herein set forth vesting and exercisability of equity-based awards granted under the Company's stock incentive plans and the award agreements thereunder, the Executive shall be hereinafter referred to as "Welfare Benefit Continuation"); and
(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required deemed to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement on a leave of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").absence from the
Appears in 1 contract
Samples: Employment Agreement (Kellogg Co)
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company FECI shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i) the Company FECI shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amounts:
A. the sum of (1A) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (B) to the extent not theretofore paid, (2) the product of (x) the sum of the Annual Bonus and Commissions paid any annual bonus payable to the Executive for the any prior completed fiscal year prior to if payable or otherwise earned by the Employment Period and Executive in accordance with the Plan; (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 is 365 and (3C) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid; and (D) any accrued vacation pay, in each case expenses reimbursement and any other entitlements accrued by the Executive under Section 2(b) to the extent not theretofore paid (the sum of the amounts amount described in clauses (1A), (2B), (C) and (3D) shall be hereinafter referred to as the "Accrued Obligations"); and
B. (ii) FECI shall pay to the Executive in twelve (12) monthly installments beginning thirty (30) days following the Date of Termination an amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) 2.00 multiplied by (2) the sum of one hundred percent (x100%) of the Executive's Annual Base Salary at the time the Notice of Termination was given and Salary; and
(yiii) the sum of the Annual Bonus plus Commissions paid to the Executive for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive For twelve (other than those set forth in this Agreement12) to receive salary, bonus or commission compensation from the Company for periods months following the Date of Termination; and
(ii) at all time during the Employment Period the Company , or such longer period as any plan, program, practice or policy may provide, FECI shall continue health benefits (medical, prescription, dental and vision) to the Executive and/or the Executive's family and dependents at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv2(b)(v) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive's employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of FECI as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies FECI and their families, provided, however, that if families ("Welfare Benefit Continuation"). If the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer any other employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"); and
(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")eligibility.
Appears in 1 contract
Samples: Employment Agreement (Florida East Coast Industries Inc)
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Initial Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(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 to the extent not theretofore paid, and (2) the product of (x) the sum of the Annual Bonus and Commissions highest annual bonus paid to the Executive for any of the fiscal year three years prior to the Employment Period Date of Termination (the "Recent Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year in which the Date of Termination occurs 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 accrued vacation pay365, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) 2), shall be hereinafter referred to as the "Accrued Obligations"); and
B. the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) 2.00 multiplied the number of months and portions thereof from the Date of Termination until the end of the Initial Period, divided by twelve and (2) the sum of (x) the Executive's Annual Base Salary at the time the Notice of Termination was given and (y) the sum of the Recent Annual Bonus plus Commissions paid to the Executive for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of TerminationBonus; and
(ii) at all time during for the Employment Period remainder of the Executive's life and that of his current spouse, the Company shall continue to provide medical and dental benefits to the Executive and/or and his current spouse on the Executive's family at least equal to those which would have been same basis such benefits were provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives immediately prior to the Date of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility Termination (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as collectively "Welfare Benefit ContinuationMedical Benefits");
(iii) the Options and the Restricted Stock shall vest immediately; and
(iiiiv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during through the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families Termination (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").
Appears in 1 contract
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i1) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amountsmounts:
A. (A) the sum of (1i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) the product of (x) the sum of the Highest Annual Bonus and Commissions paid to the Executive for the fiscal year prior to the Employment Period and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 and 365, reduced (3but not below zero), if the Date of Termination occurs in the same fiscal year as the Change of Control, by the Executive's Bonus Payment Amount, (iii) if elected by the Executive, any compensation previously deferred by the Executive under the Company's Supplemental Savings Plan, Incentive Bonus Plan and/or Stock Equivalent Unit Plan (together with any accrued interest or earnings thereon), and (iv) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses subclauses (1i), (2ii), (iii) and (3) shall be hereinafter referred to as iv), the "Accrued Obligations"); and
B. (B) the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1i) 2.00 multiplied by three and (2ii) the sum of (x) the Executive's Annual Base Salary at the time the Notice of Termination was given and (y) the sum of the Executive's Highest Annual Bonus plus Commissions paid to the Executive for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, Bonus; and
(C) if at all, of any other cash severance benefits received elected by the Executive or any other cash payments made by the Company within 60 days following execution of this Agreement and prior to the Executive with regard to contractual rights Effective Date, in lieu of and substitution for the applicable portion of the Executive Executive's monthly benefit otherwise payable under the final paragraph of Article IV, Section 1 or paragraph (other than those set forth a) of Article V, Section 3 of the Company's Retirement Plan and the final paragraph of Section 3 of Supplemental Retirement Plan (collectively, the "Retirement Plans"), an amount equal to the excess of (i) the lump sum actuarial equivalent (utilizing the interest rate and mortality table in this Agreement) effect for lump sum distributions under the Retirement Plan immediately prior to receive salarythe Effective Date, bonus or commission compensation from the Company for periods following and determined assuming benefit commencement as of the Date of Termination; and
) of the benefit under the Retirement Plans that the Executive would receive if the Executive's employment continued for three years after the Date of Termination, assuming for this purpose that all accrued benefits are fully vested and assuming that the Executive's compensation in each of the three years is the Annual Base Salary and Highest Annual Bonus, over (ii) at all time during the Employment Period lump sum actuarial equivalent (determined in the same manner as in clause (i) above) of the Executive's actual benefit (paid or payable), if any, under the Retirement Plans as of the Date of Termination without regard to such three years' compensation and service;
(2) for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue welfare benefits to the Executive and/or the Executive's family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) as in effect and applicable generally to other peer executives and their families during if the 90-day period immediately preceding the Effective Date Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies the Affiliated Companies and their families, provided, however, that that, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining the Executive's eligibility (for retiree benefits pursuant to such continuation welfare plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination, provided, however, that the Executive's commencement of such retiree benefits for shall not be any sooner than the applicable period herein set forth Executive's earliest retirement date under the Retirement Plans;
(3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be hereinafter referred to as "Welfare Benefit Continuation")selected by the Executive in the Executive's sole discretion; and
(iii4) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which that the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as benefits, the "Other Benefits").
Appears in 1 contract
Samples: Employment Agreement (Gillette Co)
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company CCB shall terminate the Executive's employment other than for Cause Cause, death or Disability Disability, or the Executive shall terminate employment for Good Reason (orReason, then in consideration of Executive's services rendered prior to such termination and as reasonable compensation for his compliance with respect to the restrictive covenants set forth in Section 6(a)(ii) hereof, in all event upon a Change 11 of Control):
this Agreement: (i) the Company CCB shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts:
: 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 sum of the Annual Bonus and Commissions paid to the Executive Executive's cash incentive bonus for the last completed fiscal year prior to the Employment Period ("Most Recent 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 is 365 365, and (3) 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 (1), (2) ), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and
and B. the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) 2.00 multiplied by the number of days remaining after the Date of Termination until January 1, 1998 (the "Remaining Employment Period"), and (2) Executive's Base Salary divided by 365; and C. the sum amount equal to the product of (x1) the number of days in the Remaining Employment Period, and (2) Executive's Most Recent Annual Bonus divided by 365; and D. any remaining installments of the Signing Bonus; and E. an amount equal to the excess of (a) the actuarial equivalent of the benefit under CCB's qualified defined benefit retirement plan (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to Executive than those in effect under CCB's Retirement Plan on the Date of Termination), and any excess or supplemental retirement plans in which Executive participates (together, the "SERP") which Executive would receive if Executive's employment continued throughout the Remaining Employment Period, assuming for this purpose that all accrued benefits are fully vested, and, assuming that Executive's compensation in each remaining year of the Employment Period is the Base Salary at plus the time the Notice of Termination was given and Most Recent Annual Bonus, over (yb) the sum actuarial equivalent of the Annual Bonus plus Commissions Executive's actual benefit (paid to the Executive for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amountor payable), if at allany, under the Retirement Plan and the SERP as of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of Termination; and
(ii) at all time during CCB shall pay to Executive the Employment Period the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been Covenant Payment as provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv5(b) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives (iv) of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation")this Agreement; and
(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").4
Appears in 1 contract
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company IGI shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i) the Company IGI shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amounts:
A. the sum of (1A) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (B) to the extent not theretofore paid, any annual bonus payable to the Executive for any prior completed fiscal year; (2C) the product of (x) the sum of the Annual Bonus and Commissions largest annual bonus paid or payable to the Executive for in respect of any of the three (3) fiscal years immediately preceding the fiscal year prior to in which the Employment Period and Date of Termination occurs (ythe "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 is 365 and 365; (3D) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid; and (E) any accrued vacation pay, in each case expense reimbursement and any other entitlements accrued by the Executive under Section 2(B), to the extent not theretofore paid (the sum of the amounts amount described in clauses (1A), (2) and B), (3C), (D)and (E) shall be hereinafter referred to as the "Accrued Obligations"); and
B. (ii) IGI shall pay to the Executive in equal monthly installments beginning thirty (30) days following the Date of Termination an amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product larger of (1) 2.00 multiplied by (2A) the sum of (x) the Executive's Annual Base Salary at and Highest Annual Bonus payable for the time the Notice remaining term of Termination was given and this Agreement, or (yB) the sum of the Executive's Annual Base Salary and Highest Annual Bonus plus Commissions paid to the Executive payable for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, 12 months (without duty of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of Terminationmitigation); and
(iiiii) at all time during If an Accelerating Event involving the Executive's termination occurs within eighteen (18) months following the date of this Agreement, IGI shall pay to the Executive an additional One Hundred Thousand Dollars ($100,000).
(iv) For the remainder of the Employment Period the Company (as it would continue but for such early termination), or such longer period as any plan, program, practice or policy may provide, IGI shall continue benefits to the Executive and/or the Executive's family and dependents at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv2(B)(vi) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive's employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of IGI as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies IGI and their families, provided, however, that if families ("Welfare Benefit Continuation"). If the Executive becomes reemployed redeployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits), the Executive shall be considered to have remained employed until the end of the Employment Period (as it would continue but for such continuation early termination) and to have retired on the last day of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"); and
(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")period.
Appears in 1 contract
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause Cause, death or Disability or the Executive shall terminate the Executive’s employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i) the The Company shall pay to the Executive in a lump sum in cash within 30 days after promptly following the Date of Termination the aggregate of the following amounts:
A. the sum of (1) Termination, the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paidpaid (the “Accrued Obligations”);
(ii) The Company shall continue to pay the Executive’s then current Annual Base Salary, in accordance with the Company’s customary payroll practices (2but no less frequently than monthly), for a period (the “Severance Period”) equal to the product greater of (x) [a] twelve months from the sum Date of Termination or [b] the remainder of the Annual Bonus and Commissions paid Initial Period;
(iii) The Company shall pay to the Executive for in a lump sum promptly following the fiscal year prior Termination Date, the Bonus Payout Amount;
(iv) The Company shall pay to the Employment Period and (y) Executive in a fraction, lump sum promptly following the numerator of which is the number of days in the current fiscal year through the Termination 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 accrued vacation pay, in each case 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")paid; and
B. (v) During the amount (such amount Severance Period, the Company shall be hereinafter referred to as pay for the "Severance Amount") equal Executive’s continued medical and dental insurance coverage under COBRA for the Executive and her dependents subject to the product Executive’s execution of (1) 2.00 multiplied by (2) an appropriate COBRA election form for herself and her dependents with 60 days following the sum of (x) the Executive's Annual Base Salary at the time the Notice Date of Termination was given and (y) the sum of the Annual Bonus plus Commissions paid to the Executive for the immediately preceding fiscal year, “Health Insurance Continuation”); provided, however, [a] if the Company determines that it cannot continue such payments without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), or incurring penalties or experiencing adverse tax consequences, the Company shall pay directly to Executive on the first day of each month following such determination a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue her and her covered dependents’ group medical and dental insurance coverage in effect on the Date of Termination (which amount shall be based on the premium for the first month of COBRA coverage), plus 25% thereof, and [b] to the extent the Severance Amount shall be lessened by Period is longer than 18 months, starting in the amount, if at all, of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following 19th month after the Date of Termination; and
(ii) at all time during the Employment Period , the Company shall continue benefits pay directly to Executive on the first day of each month a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive and/or the Executive's family at least equal would be required to those which would have been provided pay to them in accordance with the plans, programs, practices continue her and policies described in Section 4(b)(iv) as her covered dependents’ group medical and dental insurance coverage in effect and applicable generally to other peer executives and their families during on the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein Termination (which amount shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits based on the premium for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"first month of COBRA coverage); and
(iiivi) to the extent not theretofore paid or providedThe Company shall, the Company shall timely pay or at its sole expense and as requested, provide to the Executive and/or with outplacement services the scope and provider of which shall be selected by the Executive in the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")’s sole discretion.
Appears in 1 contract
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company PPG shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i) the Company PPG shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amounts:
A. the sum of (1A) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (B) to the extent not theretofore paid, any annual bonus payable to the Executive for any prior completed fiscal year; (2C) the product of (x) the sum of the Annual Bonus and Commissions largest annual bonus paid or payable to the Executive for in respect of any of the three (3) fiscal years immediately preceding the fiscal year prior to in which the Employment Period Date of Termination occurs (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 is 365 and 365; (3D) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid; and (E) any accrued vacation pay, in each case expense reimbursement and any other entitlements accrued by the Executive under Section 2(b), to the extent not theretofore paid (the sum of the amounts amount described in clauses (1A), (2) and B), (3C), (D)and (E) shall be hereinafter referred to as the "Accrued Obligations"); and
B. (ii) PPG shall pay to the Executive in equal monthly installments beginning thirty (30) days following the Date of Termination an amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product larger of (1) 2.00 multiplied by (2A) the sum of (x) the Executive's Annual Base Salary at and Highest Annual Bonus payable for the time the Notice remaining term of Termination was given and this Agreement, or (yB) the sum of the Executive's Annual Base Salary and Highest Annual Bonus plus Commissions paid to the Executive payable for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, 12 months (without duty of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of Terminationmitigation); and
(iiiii) at all time during For the remainder of the Employment Period the Company (as it would continue but for such early termination), or such longer period as any plan, program, practice or policy may provide, PPG shall continue benefits to the Executive and/or the Executive's family and dependents at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv2(b)(iv) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive's employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of PPG as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies PPG and their families, provided, however, that if families ("Welfare Benefit Continuation"). If the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits), the Executive shall be considered to have remained employed until the end of the Employment Period(as it would continue but for such continuation early termination) and to have retired on the last day of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"); and
(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")period.
Appears in 1 contract
Samples: Employment Agreement (Premier Publishing Group, Inc.)
Good Reason; Other Than for Cause, Death or Disability. 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 (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):
(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 to the extent not theretofore paid, (2) the product of (x) the sum of the Annual Bonus and Commissions paid to the Executive for the fiscal year prior to the Employment Period 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 is 365 and (3) 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 (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and
B. the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) 2.00 2.50 multiplied by (2) the sum of (x) the Executive's Annual Base Salary at the time the Notice of Termination was given and (y) the sum of the Annual Bonus plus Commissions paid to the Executive for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of Termination; and
(ii) at all time during the Employment Period the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"); and
(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").
Appears in 1 contract
Samples: Executive Employment Agreement (Ha Lo Industries Inc)
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall If Haskxx xxxll terminate the Executive's employment other than for Cause or Disability during the Effective Period, or the Executive shall terminate employment for Good Reason (orpursuant to a Notice of Termination delivered during the Effective Period, Haskxx xxxees to make the payments and provide the benefits described below. Haskxx xxxll not be obligated to make such payments and provide such benefits if the Executive's employment with respect to Section 6(a)(ii) hereof, in all event upon Haskxx xxxminates as a Change result of Control):Executive's death.
(i) the Company shall Haskxx xxxll pay to the Executive in a lump sum in cash within 30 10 days after the Date of Termination an amount equal to the aggregate product of the following amounts:
A. (1) and (2), where (1) is two and (2) is the sum of (1x) Executive's highest rate of annual base salary in effect at any time in the two years preceding the Date of Termination and (y) the Executive's Annual Base Salary highest annual amount of incentive compensation (including both short and long term compensation) paid in respect of the most recent three fiscal years ending before the Date of Termination under; provided, however, that if the incentive compensation otherwise payable under Haskxx'x Xxxentive Compensation Plan in respect of the fiscal year preceding the fiscal year in which the Date of Termination occurs has not been paid in full on or before the Date of Termination, "two" in this clause (y) shall be replaced by "three." (The amount in this clause (y) is referred to hereinafter as the "Incentive Compensation Payment.")
(A) Haskxx xxxll pay Executive his or her full base salary through the Date of Termination to at the extent not theretofore paidrate in effect at the time the Notice of Termination is
(B) In addition, (2) if the product incentive compensation otherwise payable under Haskxx'x xxxentive compensation plan of (x) the sum Haskxx xx respect of the Annual Bonus and Commissions paid to the Executive for the fiscal year prior to preceding the Employment Period and (y) a fraction, the numerator of which is the number of days in the current fiscal year through in which the Date of Termination occurs has not been paid in full on or before the Date of Termination, Haskxx xxxll pay Executive an amount equal to the difference between the Incentive Compensation Payment and the denominator portion (if any) which was actually paid to the Executive of such incentive compensation in respect of the fiscal year preceding the fiscal year in which the Date of Termination occurs.
(iii) For two years after Executive's Date of Termination, Haskxx xxxll continue to provide medical and life insurance benefits and fringe benefits and other perquisites to Executive and Executive's family at least equal to those which would have been provided to them if Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of Haskxx xxx its affiliated companies applicable generally to other peer executives and their families immediately preceding the Date of Termination; provided, however, that if Executive becomes reemployed with another employer, the medical, life insurance and other benefits described herein shall cease and terminate thirty (30) days after the effective date of Executive's reemployment. In connection with the foregoing, Executive agrees to notify Haskxx xx writing of his reemployment within Ten days (10) of such reemployment. For purposes of determining eligibility (but not the time of commencement of benefits) of Executive for retiree benefits pursuant to such plans, practices, programs and policies, Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period. Following the period of continued benefits referred to in this subsection, Executive and Executive's family shall be given the right provided in Section 49808 of the Internal Revenue Code to elect to continue benefits in all group medical plans. In the event that Executive's participation in any of the plans, programs, practices or policies of Haskxx xxxerred to in this subsection is 365 barred by the terms of such plans, programs, practices or policies, Haskxx xxxll provide Executive with benefits substantially similar to those which Executive would be entitled as a participant in such plans, programs, practices or policies. At the end of the period of coverage, Executive shall have the option to have assigned to Executive, at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by Haskxx xxx relating specifically to Executive.
(3iv) any Haskxx xxxll enable Executive to purchase the automobile, if any, that Haskxx xxx providing for Executive at the time Notice of Termination was given at the wholesale value of such automobile at such time, as shown in the current addition of the National Auto Research Publication Blue Book. Any outstanding relocation loans to Executive from Haskxx xxxll not be accelerated. The obligations set forth in this Section 6(a) (iv) are hereinafter referred to as the "Special Obligations."
(v) Any compensation previously deferred by the Executive (together with any accrued earnings or interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described amount referred to in clauses this clause (1), (2v) and clause (3ii) shall be hereinafter above being referred to as the "Accrued Obligations"); and
B. the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) 2.00 multiplied by (2) the sum of (x) the Executive's Annual Base Salary at the time the Notice of Termination was given and (y) the sum of the Annual Bonus plus Commissions paid to the Executive for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of Termination; and.
(iivi) at all time during the Employment Period the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"); and
(iii) to To the extent not theretofore paid or provided, the Company shall Haskxx xxxll timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and Haskxx xxx its affiliated companies as companies, including but not limited to any benefits payable to Executive under a plan, policy, practice, etc., referred to in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date orSection 7 below, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be being hereinafter referred to as the "Other Benefits")) in accordance with the terms of such plan, program, policy, practice, contract or agreement.
(vii) Upon a Change of Control, any and all options, warrants and grants to purchase Class A Common Stock of Haskxx shall become immediately vested and exercisable by Executive.
Appears in 1 contract
Samples: Change in Control Agreement (Haskel International Inc)
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i) the 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 : [a] The sum of (1) [i] the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) [ii] the product of (x) the sum higher of [A] the Recent Annual Bonus and [B] the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and Commissions paid to annualized for any fiscal year consisting of less than 12 full months or during which the Executive was employed for less than 12 full months), for the most recently completed fiscal year prior to during the Employment Period 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 is 365 and (3) [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 (1)[i], (2) [ii] and (3) [iii] shall be hereinafter referred to as the "“Accrued Obligations"”); and
B. the and [b] The amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) 2.00 multiplied by (2) [i] three and [ii] the sum of (x) the Executive's ’s Annual Base Salary at the time the Notice of Termination was given and (y) the sum Highest Annual Bonus; and [c] An amount equal to the difference between [i] the actuarial equivalent of the Annual Bonus plus Commissions paid benefit (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan (as defined below) immediately prior to the Effective Date, except as specified below with respect to increases in base salary and annual bonus) under the qualified defined benefit retirement plan in which the Executive participates (the “Retirement Plan”) and any excess or supplemental retirement plan in which the Executive participates (together, the “SERP”) which the Executive would receive if the Executive’s employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that (x) the Executive’s base salary increased in each of the three years by the amount required by Section 4(b)(i) (in the case of Section 4-(b)(i)(y) based on increases (excluding promotional increases) in base salary for the immediately preceding most recently completed fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, of any other cash severance benefits received by the Executive or any other cash payments made by the Company year prior to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of Termination; and) had the Executive remained employed, and (y) the Executive’s annual bonus (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) in each of the three years bears the same proportion to the Executive’s base salary in such year or fraction thereof as it did for the last full year prior to the Date of Termination, and [ii] the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination;
(ii) at all time during For three years after the Employment Period Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) as of this Agreement if the Executive’s employment had not been terminated in effect accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 90120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such continuation plans, practices, programs and policies, the Executive shall be considered to have remained employed until two and one-half years after the Date of Termination and to have retired on the last day of such benefits for period;
(iii) The Company shall, at its sole expense as incurred, provide the applicable period herein set forth Executive with outplacement services the scope and provider of which shall be hereinafter referred to as "Welfare Benefit Continuation")selected by the Executive in his sole discretion; and
(iiiiv) to To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”).
Appears in 1 contract
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(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 ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the sum of higher of
(i) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and Commissions paid to 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 prior to during the Employment Period 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 is 365 and (3) 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 (1), (2) ), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); and
B. the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) 2.00 multiplied by [three - for members of the Strategy and Planning Committee; two - for other members of the Executive Committee] and (2) the sum of (x) the Executive's ’s Annual Base Salary at the time the Notice of Termination was given and (y) the sum Highest Annual Bonus; and
C. an amount equal to the contributions to the Executive’s account in the Company’s Profit Sharing Plan which the Executive would receive if the Executive’s employment continued for [three - for members of the Annual Bonus plus Commissions paid Strategy and Planning Committee; two - for other members of the Executive Committee] years after the Date of Termination assuming for this purpose that all such contributions are fully vested, and, and assuming that the Company’s contribution to the Executive for Profit Sharing Plan in each such year is in an amount equal to the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, of any other cash severance benefits received by the Executive or any other cash payments made greatest amount contributed by the Company in any of the three years ending prior to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of Termination; andEffective Date.
(ii) at all time during for [three - for members of the Employment Period Strategy and Planning Committee; two - for other members of the Executive Committee] years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) as in effect and applicable generally to other peer executives and their families during of the 90-day period immediately preceding Agreement if the Effective Date Executive’s employment has not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility eligibility.
(such continuation iii) the Company shall, at its sole expense as incurred, provide the Executive with out placement services, the scope and provider of such benefits for the applicable period herein set forth which shall be hereinafter referred to as "Welfare Benefit Continuation")selected by the Executive in his sole discretion; and
(iiiiv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”).
Appears in 1 contract
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate terminates the Executive's employment other than for Cause or Disability or the Executive shall terminate terminates employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i1) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination Termination, the aggregate of the following amounts:
A. (A) the sum of (1i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2ii) the product of (x) the sum of the Annual Executive's Target Bonus and Commissions paid to the Executive for the fiscal year prior to in which the Employment Period Date of Termination occurs and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, Termination and the denominator of which is 365 and 365, provided that any amount payable under this clause (3ii) shall be reduced (but not below zero) by any bonus paid to the Executive under the Annual Incentive Plan with respect to the fiscal year in which the Date of Termination occurs, (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation paypay and paid time off, in each case case, to the extent not theretofore paid paid, and (iv) any vested accrued benefits or account balances under any supplemental defined benefit plan (the "DB SERPs") or supplemental defined contribution retirement plan (the "DC SERP") in which the Executive is a participant (the sum of the amounts described in clauses subclauses (1i), (2) ii), (iii), and (3) shall be hereinafter referred to as iv), the "Accrued Obligations"); and;
B. (B) the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1i) 2.00 multiplied by two and (2ii) the sum of (x) the Executive's Annual Base Salary at the time the Notice of Termination was given and (y) the sum of the Annual Executive's Target Bonus plus Commissions paid to the Executive for the immediately preceding fiscal year, provided, however, that year in which the Severance Amount shall be lessened by the amount, if at all, Date of any other cash severance benefits received by the Executive or any other cash payments made by Termination occurs.
(2) the Company to shall provide the Executive with regard the addition of service credits and full years' company contributions to contractual rights of the Company's supplemental defined contribution retirement plan equal to what the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from would have received had the Company Executive remained employed for periods following two years after the Date of Termination and the Executive shall be fully vested under the DC SERP and receive a lump sum payment of the Executive's DC SERP account balance within thirty days following the Executive's Date of Termination; and;
(ii3) at all time during for two years after the Employment Period Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(4) as in effect and applicable generally to other peer executives and their families during if the 90-day period immediately preceding the Effective Date Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies the Affiliated Companies and their familiesfamilies (and immediately following such two-year or longer period the Executive and the Executive's dependents shall be eligible for "COBRA" continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision; provided, however, that that, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare such benefits under another employer provided plan, the medical, supplemental medical expense reimbursement plan and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation")plan; and
(iii4) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Other Benefits (as defined in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"Section 6).
Appears in 1 contract
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause or Disability Disability, or the Executive shall terminate employment for Good Reason (orReason, with respect then in consideration of Executive’s services rendered prior to Section 6(a)(ii) hereof, in all event upon a Change of Control):such termination:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amounts:
A. the sum of (1) the Executive's Annual ’s Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) Executive’s highest annual bonus from the sum Company, including any bonus or portion thereof which has been earned but deferred, for any of the Annual Bonus and Commissions paid to the Executive for the last three full fiscal year years prior to the Employment Period Date of Termination (such 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 is 365 and 365, (3) any accrued vacation pay to the extent not theretofore paid, and (4) unless Executive has elected a different payout date in a prior deferral election, 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 (1), (2), (3) and (34) shall be hereinafter referred to as the "“Accrued Obligations"”); and
B. the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of one (1) 2.00 multiplied by (2) times the sum of (x) the Executive's ’s Annual Base Salary at the time rate in effect on the Notice Date of Termination was given Termination, and (y) Executive’s Highest Annual Bonus;
(ii) for a period of one (1) year from the sum Date of Termination, the Annual Bonus plus Commissions paid Company will allow Executive and/or Executive's eligible dependents to continue to participate in any medical and other welfare plans described in Section 4(b)(iv) of this Agreement to the Executive for same extent and upon the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, of any other cash severance benefits received by same terms as the Executive or any other cash payments made by the Company and/or Executive's eligible dependents participated immediately prior to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of Termination; and
(ii) at all time during provided that, in the Employment Period event the Board determines that Executive's and/or Executive's eligible dependents' continued participation is not permissible under the terms and provisions of such plans, the Company shall continue benefits take such actions as may be necessary to provide Executive and/or Executive's eligible dependents (without additional cost to the Executive and/or the Executive's family at least equal to eligible dependents) with benefits outside such plans having terms not less favorable than those which would have been provided to them in accordance with under the plans, programs, practices Company's medical and policies described in Section 4(b)(iv) other welfare plans as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Date of Termination. If Executive becomes reemployed re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility eligibility; and Change of Control Agreement
(such continuation iii) all unvested stock options to acquire stock of such benefits for the applicable period herein set forth Company and all awards of restricted stock of the Company held by Executive as of the Date of Termination shall be hereinafter referred to immediately and fully vested as "Welfare Benefit Continuation")of the Date of Termination and, in the case of stock options, shall be fully exercisable as of the Date of Termination; and
(iiiiv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”).
Appears in 1 contract
Samples: Change of Control Agreement (Seacoast Banking Corp of Florida)
Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company NFM shall terminate the Executive's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(i) the Company NFM shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amounts:
A. the sum of (1A) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (B) to the extent not theretofore paid, any annual bonus payable to the Executive for any prior completed fiscal year; (2C) the product of (x) the sum of the Annual Bonus and Commissions largest annual bonus paid or payable to the Executive for in respect of any of the three (3) fiscal years immediately preceding the fiscal year prior to in which the Employment Period Date of Termination occurs (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 is 365 and 365; (3D) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid; and (E) any accrued vacation pay, in each case expense reimbursement and any other entitlements accrued by the Executive under Section 2(b), to the extent not theretofore paid (the sum of the amounts amount described in clauses (1A), (2B), (C), (D) and (3E) shall be hereinafter referred to as the "Accrued Obligations"); and
B. (ii) NFM shall pay to the Executive in equal monthly installments beginning thirty (30) days following the Date of Termination an amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product larger of (1) 2.00 multiplied by (2A) the sum of (x) the Executive's Annual Base Salary at and Highest Annual Bonus payable for the time the Notice remaining term of Termination was given and this Agreement, or (yB) the sum of the Executive's Annual Base Salary and Highest Annual Bonus plus Commissions paid to the Executive payable for the immediately preceding fiscal year, provided, however, that the Severance Amount shall be lessened by the amount, if at all, 12 months (without duty of any other cash severance benefits received by the Executive or any other cash payments made by the Company to the Executive with regard to contractual rights of the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Date of Terminationmitigation); and
(iiiii) at all time during If an Accelerating Event involving the Executive's termination occurs within twelve (12) months following the date of this Agreement, NFM shall pay to the Executive an additional One Hundred Thousand Dollars ($25,000).
(iv) For the remainder of the Employment Period the Company (as it would continue but for such early termination), or such longer period as any plan, program, practice or policy may provide, NFM shall continue benefits to the Executive and/or the Executive's family and dependents at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv2(b)(viii) as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive's employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of NFM as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies NFM and their families, provided, however, that if families ("Welfare Benefit Continuation"). If the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits), the Executive shall be considered to have remained employed until the end of the Employment Period (as it would continue but for such continuation early termination) and to have retired on the last day of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Welfare Benefit Continuation"); and
(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")period.
Appears in 1 contract
Samples: Securities Purchase Agreement (New Frontier Media Inc /Co/)
Good Reason; Other Than for Cause, Death or Disability. 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 (or, with respect to Section 6(a)(ii) hereof, in all event upon a Change of Control):Reason:
(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 to the extent not theretofore paid, (2) the product of (x) the sum of the Annual Bonus and Commissions which would have been paid to the Executive for the fiscal year prior to in which the Employment Period Executive's Date of Termination occurs, 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 is 365 and (3) 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 (1), (2) ), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and
B. the amount (such amount shall be hereinafter referred to as the "Severance Amount") equal to the product of (1) 2.00 multiplied by (2) the sum of (x) one and one-half (1 1/2) times the Executive's Annual Base Salary at the time the Notice of Termination was given and (y) the sum Executive's Target Bonus. For purposes of the Annual preceding sentence, the Executive's Target Bonus plus Commissions paid shall be an amount equal to the average of the annual bonuses received by the Executive pursuant to the Company's Management Incentive Plan (or any similar future bonus program) for the immediately preceding fiscal yearthree years, provided, however, that the Severance Amount (a) any Target Bonus paid during 2002 shall be lessened by equal to $100,000, (b) any Target Bonus paid during 2003 shall be equal to the average of $100,000 and the 2002 actual bonus amount and (c) any Target Bonus paid during 2004 shall be equal to the average of $100,000, the 2002 actual bonus amount and the 2003 actual bonus amount, if at all, of any other cash severance benefits received by the Executive .
(ii) all stock options or any other cash payments made by the Company restricted stock awarded to the Executive with regard by either the Parent or a successor by merger, consolidation or otherwise, including, but not limited to, all awards under the HealthAxis Inc. 2000 Stock Option Plan, the Xxxxxxxxxx.xxx, Inc. 1998 Amended and Restated Stock Plan, and the Insurdata Incorporated 1999 Stock Option Plan, shall become 100% vested and, the stock options shall be exercisable for a period equal to contractual rights of thirty-six (36) months after the Executive (other than those set forth in this Agreement) to receive salary, bonus or commission compensation from the Company for periods following the Executive's Date of Termination; andprovided, however, that if the Executive terminates his employment for "Good Reason" and the basis for such "Good Reason" is voluntary resignation during the 30 day period immediately following the first anniversary of a Change in Control (as provided in the final paragraph of Section 4(c)), then (a) the vesting provisions of the Executive's restricted stock (if any) and stock options shall remain unchanged, and (b) the Executive's stock options shall be exercisable during the exercise period provided in his stock option award agreement and/or under the applicable option plan's terms;
(iiiii) at all time during for twelve (12) months after the Employment Period Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv3(b)(iv) as in effect and applicable generally to other peer executives and their families during of this Agreement if the 90-day period immediately preceding the Effective Date Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive or other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed re-employed with another employer and is eligible to receive equivalent medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility eligibility.
(such continuation iv) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services for a period of such benefits for twelve (12) months, the applicable period herein set forth provider of which shall be hereinafter referred to as "Welfare Benefit Continuation")selected by the Executive in his sole discretion; and
(iiiv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive and/or the Executive's family any other amounts or benefits required to be paid or provided or which the Executive and/or the Executive's family is eligible to receive pursuant to this Agreement and under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").
Appears in 1 contract
Samples: Change in Control Employment Agreement (Healthaxis Inc)
