Good Reason; Other Than for Cause or Disability. If GKIS shall terminate Executive's employment other than for Cause or Disability during the Employment Period or Executive shall terminate employment for Good Reason pursuant to a Notice of Termination delivered during the Employment Period, GKIS agrees to make the payments and provide the benefits described below. (i) GKIS shall pay to Executive in a lump sum in cash within 10 days after the Date of Termination an amount equal to the product of (1) and (2), where (1) is three and (2) is the sum of Executive's Annual Base Salary and the average of the last three annual incentive bonuses actually paid to Executive by GKIS for any calendar year before the Date of Termination (the "Average Annual Bonus"); and (ii) Upon Executive's Date of Termination, Executive shall be 100% vested in the amounts credited to any Qualified Plan in which he is a participant. (iii) Upon Executive's Date of Termination, Executive's awards under any stock-based plan under which the Executive has been granted stock or options to purchase such shall be accelerated as follows: (A) Each option and each related stock appreciation right shall become immediately exercisable to the extent theretofore not exercisable; (B) Restricted stock shall immediately vest free of restrictions; and (C) The number of shares covered by each performance share award shall be issued to Executive; provided, however, that awards shall not, in any event, be so accelerated to a date less than one year after the date of grant or award date if prohibited by the terms of the applicable Plan. Acceleration of awards shall comply with applicable regulatory requirements, including without limitation, Section 422 of the Code and Rule 16b-3 promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. (iv) For one year after Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, GKIS shall continue to provide welfare benefits and fringe benefits and other perquisites to Executive and/or 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 GKIS and 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 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 provoked under such other plan during such applicable period of eligibility. 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 one year after the Date of Termination and to have retired on the last day of such period. (v) The sum of (A) the Executive's Annual Base Salary through the Date of Termination to the extent due for services rendered but not theretofore paid, (B) with respect to any Performance Period under the GK Intelligent Systems, Inc. Long-Term Incentive Plan which has not been completed as of the Date of Termination, an amount equal to (1) multiplied by (2), where (1) is 150% of the Value (as defined in such plan) of the Participant's accrued benefits on the Participant's Date of Termination, and (2) is a fraction, the numerator of which is the number of full months between the beginning of such Performance Period and the Participant's Date of Termination and the denominator of which is the total number of months in the Performance Period, and (C) any compensation previously deferred by the Executive (together with any accrued earnings or interest thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the amount referred to in clauses (A), (B) and
Appears in 2 contracts
Samples: Employment Agreement (Gk Intelligent Systems Inc), Employment Agreement (Gk Intelligent Systems Inc)
Good Reason; Other Than for Cause or Disability. If GKIS shall terminate Executive's employment other than for Cause or Disability during the Employment Period or Executive shall terminate employment for Good Reason pursuant to a Notice of Termination delivered during the Employment Period, GKIS agrees to make the payments and provide the benefits described below.
(i) GKIS shall pay to Executive in a lump sum in cash within 10 days after the Date of Termination an amount equal to the product of (1) and (2), where (1) is three and (2) is the sum of Executive's Annual Base Salary and the average of the last three annual incentive bonuses actually paid to Executive by GKIS for any calendar year before the Date of Termination (the "Average Annual Bonus"); and
(ii) Upon Executive's Date of Termination, Executive shall be 100% vested in the amounts credited to any Qualified Plan in which he is a participant.
(iii) Upon Executive's Date of Termination, Executive's awards under any stock-based plan under which the Executive has been granted stock or options to purchase such shall be accelerated as follows:
(A) Each option and each related stock appreciation right shall become immediately exercisable to the extent theretofore not exercisable;
(B) Restricted stock shall immediately vest free of restrictions; and
(C) The number of shares covered by each performance share award shall be issued to Executive; provided, however, that awards shall not, in any event, be so accelerated to a date less than one year after the date of grant or award date if prohibited by the terms of the applicable Plan. Acceleration acceleration of awards shall comply with applicable regulatory requirements, including without limitation, Section 422 of the Code and Rule 16b-3 promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.
(iv) For one year after Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, GKIS shall continue to provide welfare benefits and fringe benefits and other perquisites to Executive and/or 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 GKIS and 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 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 provoked 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 Executive for retiree benefits pursuant to such plans, practices, programs and policies, Executive shall be considered to have remained employed until one year after the Date of Termination and to have retired on the last day of such period.
(v) The sum of (A) the Executive's Annual Base Salary through the Date of Termination to the extent due for services rendered but not theretofore paid, (B) with respect to any Performance Period under the GK Intelligent Systems, Inc. Long-Term Incentive Plan which has not been completed as of the Date of Termination, an amount equal to (1) multiplied by (2), where (1) is 150% of the Value (as defined in such plan) of the Participant's accrued benefits on the Participant's Date of Termination, and (2) is a fraction, the numerator of which is the number of full months between the beginning of such Performance Period and the Participant's Date of Termination and the denominator of which is the total number of months in the Performance Period, and (C) any compensation previously deferred by the Executive (together with any accrued earnings or interest thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the amount referred to in clauses (A), (B) andand (C) above being referred to as "Accrued Obligations").
(vi) To the extent not theretofore paid or provided, GKIS shall timely pay or provide Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of GKIS and its affiliated companies (such other amounts and benefits being hereinafter referred to as "Other Benefits") in accordance with the terms of such plan, program, policy, practice, contract or agreement.
Appears in 1 contract
Good Reason; Other Than for Cause or Disability. If GKIS If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability during Disability, or the Employment Period or employment of the Executive shall terminate employment be terminated by the Executive for Good Reason pursuant to a Notice of Termination delivered during the Employment Period, GKIS agrees to make the payments and provide the benefits described below.Reason:
(i) GKIS the Company shall pay to the Executive in a lump sum in cash within 10 days after the Date of Termination an amount equal to the product of (1) and (2), where (1) is three and (2) is the sum of Executive's Annual Base Salary and the average aggregate of the last three annual incentive bonuses actually paid to Executive by GKIS for any calendar year before the Date of Termination (the "Average Annual Bonus"); and
(ii) Upon Executive's Date of Termination, Executive shall be 100% vested in the amounts credited to any Qualified Plan in which he is a participant.
(iii) Upon Executive's Date of Termination, Executive's awards under any stock-based plan under which the Executive has been granted stock or options to purchase such shall be accelerated as followsfollowing amounts:
(A) Each option and each related stock appreciation right shall become immediately exercisable to if not theretofore paid, the extent theretofore not exercisableExecutive's Base Salary through the Date of Termination at the rate in effect on the Date of Termination;
(B) Restricted stock shall immediately vest free the product of restrictions(x) the greater of the highest Annual Bonus paid to the Executive during the Employment Period and 50% of the Executive's Base Salary in the year of termination and (y) the fraction obtained by dividing (i) the number of days which Executive has been employed during the particular year in which termination occurs by (ii) 365; and
(C) The number two times the sum of shares covered (x) the Executive's annual Base Salary at the rate in effect at the time Notice of Termination was given and (y) the greater of the highest Annual Bonus paid to the Executive during the Employment Period and 50% of the Executive's Base Salary during the particular fiscal year in which termination occurs;
(ii) any previously granted unvested options received by each performance share award Executive pursuant to any stock option plans of the Company prior to such termination shall be issued become immediately vested and fully exercisable by Executive or by Executive's estate for the full term of the original grant of the option or options to Executive; provided, however, that awards shall not, in any event, be so accelerated to a date less than one year after the date of grant or award date if prohibited extent permissible by the terms of option plan or plans, notwithstanding any provisions to the applicable Plan. Acceleration of awards shall comply with applicable regulatory requirementscontrary provided in such stock option plans or agreements;
(iii) the Company shall, including without limitation, Section 422 of the Code and Rule 16b-3 promulgated promptly upon submission by the Securities and Exchange Commission pursuant Executive of supporting documentation, pay or reimburse to the Securities Executive any costs and Exchange Commission pursuant to expenses (including moving and relocation expenses) paid or incurred by the Securities Exchange Act of 1934.Executive which would have been payable under Section 4(f) if the Executive's employment had not terminated; and
(iv) For one year for a period of two years after Executive's the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, GKIS Company shall continue benefits to provide welfare benefits and fringe benefits and other perquisites 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 and policies described in Sections 4(e) and 4(g) of this Agreement (or, if more favorable to Executive, as in effect at any time thereafter with respect to other key employees) if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of GKIS and 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 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 provoked under such other plan during such applicable period of eligibility. 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 one year after the Date of Termination and to have retired on the last day of such periodterminated.
(v) The sum of (A) the Executive's Annual Base Salary through the Date of Termination to the extent due for services rendered but not theretofore paid, (B) with respect to any Performance Period under the GK Intelligent Systems, Inc. Long-Term Incentive Plan which has not been completed as of the Date of Termination, an amount equal to (1) multiplied by (2), where (1) is 150% of the Value (as defined in such plan) of the Participant's accrued benefits on the Participant's Date of Termination, and (2) is a fraction, the numerator of which is the number of full months between the beginning of such Performance Period and the Participant's Date of Termination and the denominator of which is the total number of months in the Performance Period, and (C) any compensation previously deferred by the Executive (together with any accrued earnings or interest thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the amount referred to in clauses (A), (B) and
Appears in 1 contract
Samples: Employment Agreement (Ico Inc)
Good Reason; Other Than for Cause or Disability. If GKIS shall terminate Mattel ----------------------------------------------- terminates the Executive's employment other than for Cause or Disability during Disability, or the Employment Period or Executive shall terminate terminates his employment for Good Reason pursuant to (in each case, other than within 18 months following a Notice Change of Termination delivered during the Employment Period, GKIS agrees to make the payments and provide the benefits described below.Control as provided in Section 5(e)):
(i) GKIS Mattel shall pay to the Executive in a lump sum in cash within 10 30 days after the Date of Termination an amount the aggregate of the following amounts:
(A) if not theretofore paid, the Executive's Base Salary through the Date of Termination at the rate in effect at the time of Notice of Termination was given; (B) a current year MIP bonus equal to the product of (1) and (2), where (1) is three and (2) is the sum of Executive's Annual Base Salary and the average of the last greatest two out of the three most recent annual incentive MIP bonuses actually paid to received by the Executive by GKIS for any calendar year before the Date of Termination (which two greatest MIP bonuses need not represent consecutive years) (the "Average Annual Bonus") and if Executive has been eligible to receive only one prior MIP bonus, the latter shall serve as the sole basis for determining the Average Annual Bonus. The applicable Average Annual Bonus shall then be prorated to reflect the total number of full months the Executive was employed in the year in which termination occurs; (C) an LTIP payment reflective of the Executive's participation in the three-year plan, so that at the time that final performance under the LTIP is determinable and individual payouts calculated, the Executive shall promptly receive an amount equivalent to what he would have received if he had remained employed through the date of such payouts, less any interim payments already made pursuant to the Executive's continuing eligibility for full participation in the LTIP; and (D) three times the sum of (x) the Executive's annual Base Salary at the rate in effect at the time the Notice of Termination is given and (y) if eligible, the Average Annual Bonus defined in Section 5(d)(i)(B); , but without proration (and, in each such case, without regard to any contributions by Mattel for the Executive's benefit to the Mattel Personal Investment Plan ("PIP")).
(ii) Upon ExecutiveOptions granted to the Executive under Mattel's Date of Termination, Executive stock option plans (the "Stock Option Plans") which options have been granted for more than six months shall be 100% vested in the amounts credited to any Qualified Plan in which he is a participant.become
(iii) Upon Executive's Date of TerminationMattel shall, Executive's awards under any stock-based plan under which promptly upon submission by the Executive has been granted stock of supporting documentation, pay or options to purchase such shall be accelerated as follows:
(A) Each option and each related stock appreciation right shall become immediately exercisable reimburse to the extent theretofore not exercisable;
(B) Restricted stock shall immediately vest free of restrictions; and
(C) The number of shares covered by each performance share award shall be issued to Executive; provided, however, that awards shall not, in Executive any event, be so accelerated to a date less than one year after the date of grant costs and expenses paid or award date if prohibited incurred by the terms of the applicable Plan. Acceleration of awards shall comply with applicable regulatory requirements, including without limitation, Executive which would have been payable under Section 422 of the Code and Rule 16b-3 promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Commission pursuant to the Securities Exchange Act of 19343(e) if his employment had not terminated.
(iv) For one year after Executive's Until the earlier of (x) the third anniversary of the Date of TerminationTermination or (y) the date the Executive accepts other employment, or such longer period as may be provided by Mattel shall provide to the terms of the appropriate planExecutive at Mattel's expense:
(I) medical, programdental, practice or policy, GKIS shall continue to provide welfare benefits prescription drug and fringe benefits and other perquisites to Executive and/or Executive's family at least equal to those which would have been provided to them if Executive's employment had not been terminated vision care group insurance in accordance with the most favorable plans, practices, programs or policies coverage in effect immediately prior to the Date of GKIS Termination (the last 18 months of the Executive's coverage under such insurance shall be deemed to be participation under an election to continue such benefits under the Consolidated Omnibus Budget Reconciliation Act at Mattel's expense); (II) outplacement services at the expense of Mattel commensurate with those provided to terminated executives of comparable level and its affiliated companies applicable generally made available through and at the facilities of a reputable and experienced vendor; and (III) continuation of country-club membership "signatory/representative" status as in effect immediately prior to other peer executives and their families immediately preceding the Date of Termination; provided, however provided that if Executive becomes reemployed with another employer and is eligible within one year after Mattel ceases to receive medical or other welfare benefits under another employer-provided planprovide such benefit, the medical Executive shall (a) convert the country-club membership from "signatory/representa-tive" status under the membership provided and other welfare benefits described herein paid for by Mattel to sole and personal ownership status by paying to Mattel the fair market value of that membership as of the date Mattel ceases to provide such benefit, less any transfer/reconveyance fees that may be required by and paid directly to the country club by the Executive, or (b) comply with club rules in consummating a fair, reasonable and expeditious sale of the membership and any proceeds derived therefrom which are payable to the Executive shall belong to and must be promptly delivered to Mattel; provided further that no such conversion or sale shall be secondary required and Mattel shall cause the membership to those provoked under such other plan during such be transferred to the Executive at no cost to the Executive (but subject to tax reporting as imputed income applicable period of eligibilityto the year in which the membership is transferred), if the Executive has had the membership for at least three years. 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 one three-year period after the Date of Termination Termination, the Executive shall remain eligible for use of personal financial and legal counseling services through the vendor engaged and paid for by Mattel. The Executive may continue to have retired on use the last day of such period.
(v) The sum of (A) car leased by Mattel that is in the Executive's Annual Base Salary through possession on the Date of Termination to until the extent due for services rendered but not theretofore paid, earlier of (Bx) with respect to any Performance Period under the GK Intelligent Systems, Inc. Long-Term Incentive Plan which has not been completed as end of the lease term or (y) the third anniversary of the Date of Termination, an amount equal to at which time the Executive may purchase the car for $1.00 (1) multiplied by (2), where (1) is 150% if at the end of the Value lease term) or Mattel's book value (as defined in such plan) if on the third anniversary of the Participant's accrued benefits on Date of Termination). As of the Participant's Date of Termination, all expenses related to such leased car, including but not limited to repairs, maintenance, gasoline, and car phone and associated expenses, shall be the sole responsibility of the Executive.
(2v) Credit shall be given for three years of service (in addition to actual service) and for three years of attained age to be added to the Executive's actual age for purposes of computing any service and age-related benefits for which the Executive is a fractioneligible under the plans and programs of Mattel, including but not limited to the 1994 Supplemental Executive Retirement Plan (the "SERP"), the numerator of which is Mattel Deferred Compensation Plan, the number of full months between PIP, the beginning of such Performance Period Mattel Retiree Medical Plan, and the ParticipantStock Option Plans. Further, with regard to computing the Executive's benefit under the SERP, the formula described in Section 5(d)(i)(B) shall be utilized in calculating the maximum benefit, namely: the formula shall be 25% of the average of the final three years of annual Base Salary (including the calendar year in which the Date of Termination and occurs), plus the denominator average of which is the total number greatest two out of months in the Performance Period, and (C) any compensation previously deferred three most recent annual MIP bonuses received by the Executive (together with any accrued earnings or interest thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the amount referred to in clauses (A), (B) andExecutive.
Appears in 1 contract
Good Reason; Other Than for Cause or Disability. If GKIS shall terminate Mattel terminates the Executive's employment other than for Cause or Disability during or the Employment Period or Executive shall terminate terminates his employment for Good Reason pursuant to (in each case, other than within 18 months following a Notice Change of Termination delivered during the Employment Period, GKIS agrees to make the payments and provide the benefits described below.Control as provided in Section 5(e)):
(i) GKIS Mattel shall pay to the Executive in a lump sum in cash within 10 30 days after the Date of Termination an amount the aggregate of the following amounts:
(A) if not theretofore paid, the Executive's Base Salary through the Date of Termination at the rate in effect at the time of Notice of Termination was given;
(B) a current year MIP bonus equal to the product of (1) and (2), where (1) is three and (2) is the sum of Executive's Annual Base Salary and the average of the last greatest two out of the three most recent annual incentive MIP bonuses actually paid to received by the Executive by GKIS for any calendar year before the Date of Termination (which two greatest MIP bonuses need not represent consecutive years) (the "Average Annual Bonus")) and prorated to reflect the total number of full months the Executive is employed in the year in which termination occurs;
(C) an LTIP payment reflective of the Executive's participation in the three-year plan, so that at the time that final performance under the LTIP is determinable and individual payouts calculated, the Executive shall promptly receive an amount equivalent to what he would have received if he had remained employed through the date of such payouts, less any interim payments already made pursuant to the Executive's continuing eligibility for full participation in the LTIP; and
(D) three times the sum of (x) the Executive's annual Base Salary at the rate in effect at the time the Notice of Termination is given and (y) the Average Annual Bonus defined in Section 5(d)(i)(B), but without proration (and, in each such case, without regard to any contributions by Mattel for the Executive's benefit to the Mattel Personal Investment Plan ("PIP")).
(ii) Upon ExecutiveOptions granted to the Executive under Mattel's stock option plans (the "Stock Option Plans") which options have been granted for more than six months shall become immediately exercisable and the Executive shall have a period of 90 days following the Date of Termination (but in no event past the expiration of the term of the option grant) to exercise all options granted under the Stock Option Plans then exercisable or which become exercisable pursuant to this clause (ii). In the event the Executive is age 52 or older on the Date of Termination, he will be treated as a retiree under the Stock Option Plans, which will enable the Executive shall be 100% vested to vest in and exercise stock options theretofore granted thereunder, at the election of the Executive, (x) in the amounts credited manner described in the immediately preceding sentence, or (y) for a period of up to any Qualified Plan five years after the Date of Termination (but in which he is a participantno event past the expiration of the term of the option grant).
(iii) Upon Executive's Date of TerminationMattel shall, Executive's awards under any stock-based plan under which promptly upon submission by the Executive has been granted stock of supporting documentation, pay or options to purchase such shall be accelerated as follows:
(A) Each option and each related stock appreciation right shall become immediately exercisable reimburse to the extent theretofore not exercisable;
(B) Restricted stock shall immediately vest free of restrictions; and
(C) The number of shares covered by each performance share award shall be issued to Executive; provided, however, that awards shall not, in Executive any event, be so accelerated to a date less than one year after the date of grant costs and expenses paid or award date if prohibited incurred by the terms of the applicable Plan. Acceleration of awards shall comply with applicable regulatory requirements, including without limitation, Executive which would have been payable under Section 422 of the Code and Rule 16b-3 promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Commission pursuant to the Securities Exchange Act of 19343(e) if his employment had not terminated.
(iv) For one year after Executive's Until the earlier of (x) the third anniversary of the Date of TerminationTermination or (y) the date the Executive accepts other employment, or such longer period as may be provided by Mattel shall provide to the terms of the appropriate planExecutive at Mattel's expense:
(I) medical, programdental, practice or policy, GKIS shall continue to provide welfare benefits prescription drug and fringe benefits and other perquisites to Executive and/or Executive's family at least equal to those which would have been provided to them if Executive's employment had not been terminated vision care group insurance in accordance with the most favorable plans, practices, programs or policies coverage in effect immediately prior to the Date of GKIS Termination (the last 18 months of the Executive's coverage under such insurance shall be deemed to be participation under an election to continue such benefits under the Consolidated Omnibus Budget Reconciliation Act at Mattel's expense);
(II) outplacement services at the expense of Mattel commensurate with those provided to terminated executives of comparable level and its affiliated companies applicable generally made available through and at the facilities of a reputable and experienced vendor; and
(III) continuation of country-club membership "signatory/representative" status as in effect immediately prior to other peer executives and their families immediately preceding the Date of Termination; provided, however provided that if Executive becomes reemployed with another employer and is eligible within one year after Mattel ceases to receive medical or other welfare benefits under another employer-provided planprovide such benefit, the medical Executive shall (a) convert the country-club membership from "signatory/representative" status under the membership provided and other welfare benefits described herein paid for by Mattel to sole and personal ownership status by paying to Mattel the fair market value of that membership as of the date Mattel ceases to provide such benefit, less any transfer/reconveyance fees that may be required by and paid directly to the country club by the Executive, or (b) comply with club rules in consummating a fair, reasonable and expeditious sale of the membership and any proceeds derived therefrom which are payable to the Executive shall belong to and must be promptly delivered to Mattel; provided further that no such conversion or sale shall be secondary required and Mattel shall cause the membership to those provoked under such other plan during such be transferred to the Executive at no cost to the Executive (but subject to tax reporting as imputed income applicable period of eligibilityto the year in which the membership is transferred), if the Executive has had the membership for at least three years. 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 one three-year period after the Date of Termination Termination, the Executive shall remain eligible for use of personal financial and legal counseling services through the vendor engaged and paid for by Mattel. The Executive may continue to have retired on use the last day of such period.
(v) The sum of (A) car leased by Mattel that is in the Executive's Annual Base Salary through possession on the Date of Termination to until the extent due for services rendered but not theretofore paid, earlier of (Bx) with respect to any Performance Period under the GK Intelligent Systems, Inc. Long-Term Incentive Plan which has not been completed as end of the lease term or (y) the third anniversary of the Date of Termination, an amount equal to at which time the Executive may purchase the car for $1.00 (1) multiplied by (2), where (1) is 150% if at the end of the Value lease term) or Mattel's book value (as defined in such plan) if on the third anniversary of the Participant's accrued benefits on Date of Termination). As of the Participant's Date of Termination, all expenses related to such leased car, including but not limited to repairs, maintenance, gasoline, and car phone and associated expenses, shall be the sole responsibility of the Executive.
(2v) Credit shall be given for three years of service (in addition to actual service) and for three years of attained age to be added to the Executive's actual age for purposes of computing any service and age-related benefits for which the Executive is eligible under the plans and programs of Mattel, including but not limited to the 1994 Supplemental Executive Retirement Plan (including any successor plan thereto in which the Executive is a fractionparticipant, the numerator of which is "SERP"), the number of full months between Mattel Deferred Compensation Plan, the beginning of such Performance Period PIP, the Mattel Retiree Medical Plan, and the ParticipantStock Option Plans. Further, with regard to computing the Executive's benefit under the SERP, the formula described in Section 5(d)(i)(B) shall be utilized in calculating the maximum benefit, namely: the formula shall be 25% of the average of the final three years of annual Base Salary (including the calendar year in which the Date of Termination and occurs), plus the denominator average of which is the total number greatest two out of months in the Performance Period, and (C) any compensation previously deferred three most recent annual MIP bonuses received by the Executive (together with any accrued earnings or interest thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the amount referred to in clauses (A), (B) andExecutive.
Appears in 1 contract
Good Reason; Other Than for Cause or Disability. If GKIS shall terminate Mattel terminates the Executive's employment other than for Cause or Disability during or the Employment Period or Executive shall terminate terminates his employment for Good Reason pursuant to (in each case, other than within 18 months following a Notice Change of Termination delivered during the Employment Period, GKIS agrees to make the payments and provide the benefits described below.Control as provided in Section 5(e)):
(i) GKIS Mattel shall pay to the Executive in a lump sum in cash within 10 30 days after the Date of Termination an amount the aggregate of the following amounts:
(A) if not theretofore paid, the Executive's Base Salary through the Date of Termination at the rate in effect at the time of Notice of Termination was given;
(B) a current year MIP bonus equal to the product of (1) and (2), where (1) is three and (2) is the sum of Executive's Annual Base Salary and the average of the last greatest two out of the three most recent annual incentive MIP bonuses actually paid to received by the Executive by GKIS for any calendar year before the Date of Termination (which two greatest MIP bonuses need not represent consecutive years) (the "Average Annual Bonus")) and prorated to reflect the total number of full months the Executive is employed in the year in which termination occurs;
(C) an LTIP payment reflective of the Executive's participation in the three-year plan, so that at the time that final performance under the LTIP is determinable and individual payouts calculated, the Executive shall promptly receive an amount equivalent to what he would have received if he had remained employed through the date of such payouts, less any interim payments already made pursuant to the Executive's continuing eligibility for full participation in the LTIP; and
(D) three times the sum of (x) the Executive's annual Base Salary at the rate in effect at the time the Notice of Termination is given and (y) the Average Annual Bonus defined in Section 5(d)(i)(B), but without proration (and, in each such case, without regard to any contributions by Mattel for the Executive's benefit to the Mattel Personal Investment Plan ("PIP")).
(ii) Upon ExecutiveOptions granted to the Executive under Mattel's stock option plans (the "Stock Option Plans") which options have been granted for more than six months shall become immediately exercisable and the Executive shall have a period of 90 days following the Date of Termination (but in no event past the expiration of the term of the option grant) to exercise all options granted under the Stock Option Plans then exercisable or which become exercisable pursuant to this clause (ii). In the event the Executive is age 52 or older on the Date of Termination, he will be treated as a retiree under the Stock Option Plans, which will enable the Executive shall be 100% vested to vest in and exercise stock options theretofore granted thereunder, at the election of the Executive, (x) in the amounts credited manner described in the immediately preceding sentence, or (y) for a period of up to any Qualified Plan five years after the Date of Termination (but in which he is a participantno event past the expiration of the term of the option grant).
(iii) Upon Executive's Date of TerminationMattel shall, Executive's awards under any stock-based plan under which promptly upon submission by the Executive has been granted stock of supporting documentation, pay or options to purchase such shall be accelerated as follows:
(A) Each option and each related stock appreciation right shall become immediately exercisable reimburse to the extent theretofore not exercisable;
(B) Restricted stock shall immediately vest free of restrictions; and
(C) The number of shares covered by each performance share award shall be issued to Executive; provided, however, that awards shall not, in Executive any event, be so accelerated to a date less than one year after the date of grant costs and expenses paid or award date if prohibited incurred by the terms of the applicable Plan. Acceleration of awards shall comply with applicable regulatory requirements, including without limitation, Executive which would have been payable under Section 422 of the Code and Rule 16b-3 promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Commission pursuant to the Securities Exchange Act of 19343(e) if his employment had not terminated.
(iv) For one year after Executive's Until the earlier of (x) the third anniversary of the Date of TerminationTermination or (y) the date the Executive accepts other employment, or such longer period as may be provided by Mattel shall provide to the terms of the appropriate planExecutive at Mattel's expense:
(I) medical, programdental, practice or policy, GKIS shall continue to provide welfare benefits prescription drug and fringe benefits and other perquisites to Executive and/or Executive's family at least equal to those which would have been provided to them if Executive's employment had not been terminated vision care group insurance in accordance with the most favorable plans, practices, programs or policies coverage in effect immediately prior to the Date of GKIS Termination (the last 18 months of the Executive's coverage under such insurance shall be deemed to be participation under an election to continue such benefits under the Consolidated Omnibus Budget Reconciliation Act at Mattel's expense);
(II) outplacement services at the expense of Mattel commensurate with those provided to terminated executives of comparable level and its affiliated companies applicable generally made available through and at the facilities of a reputable and experienced vendor; and
(III) continuation of country-club membership "signatory/representative" status as in effect immediately prior to other peer executives and their families immediately preceding the Date of Termination; provided, however provided that if Executive becomes reemployed with another employer and is eligible within one year after Mattel ceases to receive medical or other welfare benefits under another employer-provided planprovide such benefit, the medical Executive shall (a) convert the country-club membership from "signatory/representative" status under the membership provided and other welfare benefits described herein paid for by Mattel to sole and personal ownership status by paying to Mattel the fair market value of that membership as of the date Mattel ceases to provide such benefit, less any transfer/reconveyance fees that may be required by and paid directly to the country club by the Executive, or (b) comply with club rules in consummating a fair, reasonable and expeditious sale of the membership and any proceeds derived therefrom which are payable to the Executive shall belong to and must be promptly delivered to Mattel; provided further that no such conversion or sale shall be secondary required and Mattel shall cause the membership to those provoked under such other plan during such be transferred to the Executive at no cost to the Executive (but subject to tax reporting as imputed income applicable period of eligibilityto the year in which the membership is transferred), if the Executive has had the membership for at least three years. 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 one three-year period after the Date of Termination Termination, the Executive shall remain eligible for use of personal financial and legal counseling services through the vendor engaged and paid for by Mattel. The Executive may continue to have retired on use the last day of such period.
(v) The sum of (A) car leased by Mattel that is in the Executive's Annual Base Salary through possession on the Date of Termination to until the extent due for services rendered but not theretofore paid, earlier of (Bx) with respect to any Performance Period under the GK Intelligent Systems, Inc. Long-Term Incentive Plan which has not been completed as end of the lease term or (y) the third anniversary of the Date of Termination, an amount equal to at which time the Executive may purchase the car for $1.00 (1) multiplied by (2), where (1) is 150% if at the end of the Value lease term) or Mattel's book value (as defined in such plan) if on the third anniversary of the Participant's accrued benefits on Date of Termination). As of the Participant's Date of Termination, all expenses related to such leased car, including but not limited to repairs, maintenance, gasoline, and car phone and associated expenses, shall be the sole responsibility of the Executive.
(2v) Credit shall be given for three years of service (in addition to actual service) and for three years of attained age to be added to the Executive's actual age for purposes of computing any service and age-related benefits for which the Executive is eligible under the plans and programs of Mattel, including but not limited to the 1994 Supplemental Executive Retirement Plan (including any successor plan thereto in which the Executive is a fractionparticipant, the numerator of which is "SERP"), the number of full months between Mattel Deferred Compensation Plan, the beginning of such Performance Period PIP, the Mattel Retiree Medical Plan, and the ParticipantStock Option Plans. In the event of an applicable termination under the provisions of Sections 5 (d) or (e), the Executive hereby waives and renounces any carry-over rights under the 1990 Supplemental Executive Retirement Plan which provides for benefits eligibility at age 50, and, in lieu thereof, the Executive shall be accorded eligibility under the SERP as early as age 47, based on the three additional years of age-related credit under this paragraph; however, such premature eligibility shall be limited in application to the extent that it shall qualify the Executive to receive benefits under the SERP as early as age 52 upon having attained at least age 47 on the Date of Termination. For purposes of benefits calculation in the event of an applicable termination after attaining age 47, Executive shall be treated as if he had actually attained age 52 on the Date of Termination. Further, with regard to computing the Executive's benefit under the SERP, the formula described in Section 5(d)(i)(B) shall be utilized in calculating the maximum benefit, namely: the formula shall be 25% of the average of the final three years of annual Base Salary (including the calendar year in which the Date of Termination and occurs), plus the denominator average of which is the total number greatest two of months in the Performance Period, and (C) any compensation previously deferred three most recent annual MIP bonuses received by the Executive. Notwithstanding the foregoing, if Executive, upon attaining age 50, terminates his employment voluntarily for other than Good Reason, then Executive (together with shall retain any accrued earnings or interest thereon) and any accrued vacation pay, in each case all rights and benefits due to him under the extent not theretofore paid (provisions of the amount referred to in clauses (A), (B) and1990 Supplemental Executive Retirement Plan.
Appears in 1 contract
Good Reason; Other Than for Cause or Disability. If GKIS CyNet shall terminate Executive's employment other than for Cause or Disability during the Employment Period or Executive shall terminate employment for Good Reason pursuant to a Notice of Termination delivered during the Employment Period, GKIS CyNet agrees to make the payments and provide the benefits described below.
(i) GKIS CyNet shall pay to Executive in a lump sum in cash within 10 days after the Date of Termination an amount equal to the product of (1) and (2), where (1) is three and (2) is the sum of Executive's Annual Base Salary and the average of the last three annual incentive bonuses actually paid to Executive by GKIS CyNet for any calendar year before the Date of Termination (the "Average Annual Bonus"); and
(ii) Upon Executive's Date of Termination, Executive shall be 100% vested in the amounts credited to any Qualified Plan in which he is a participant.
(iii) Upon Executive's Date of Termination, Executive's awards under any stock-based plan under which the Executive has been granted stock or options to purchase such shall be accelerated as follows:
(A) Each option and each related stock appreciation right shall become immediately exercisable to the extent theretofore not exercisable;
(B) Restricted stock shall immediately vest free of restrictions; and
(C) The number of shares covered by each performance share award shall be issued to Executive; provided, however, that awards shall not, in any event, be so accelerated to a date less than one year after the date of grant or award date if prohibited by the terms of the applicable Plan. Acceleration of awards shall comply with applicable regulatory requirements, including without limitation, Section 422 of the Code and Rule 16b-3 promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.
(iv) For one year after Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, GKIS CyNet shall continue to provide welfare benefits and fringe benefits and other perquisites to Executive and/or 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 GKIS CyNet and 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 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 provoked under such other plan during such applicable period of eligibility. 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 one year after the Date of Termination and to have retired on the last day of such period.
(v) The sum of (A) the Executive's Annual Base Salary through the Date of Termination to the extent due for services rendered but not theretofore paid, (B) with respect to any Performance Period under the GK Intelligent SystemsCyNet, Inc. Long-Term Incentive Plan which has not been completed as of the Date of Termination, an amount equal to (1) multiplied by (2), where (1) is 150% of the Value (as defined in such plan) of the Participant's accrued benefits on the Participant's Date of Termination, and (2) is a fraction, the numerator of which is the number of full months between the beginning of such Performance Period and the Participant's Date of Termination and the denominator of which is the total number of months in the Performance Period, and (C) any compensation previously deferred by the Executive (together with any accrued earnings or interest thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the amount referred to in clauses (A), (B) andand (C) above being referred to as "Accrued Obligations").
(vi) To the extent not theretofore paid or provided, CyNet shall timely pay or provide Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of CyNet and its affiliated companies (such other amounts and benefits being hereinafter referred to as "Other Benefits") in accordance with the terms of such plan, program, policy, practice, contract or agreement.
Appears in 1 contract
Good Reason; Other Than for Cause or Disability. If GKIS shall terminate Mattel terminates the Executive's employment other than for Cause or Disability during or the Employment Period or Executive shall terminate terminates her employment for Good Reason pursuant to (in each case, other than within 18 months following a Notice Change of Termination delivered during the Employment Period, GKIS agrees to make the payments and provide the benefits described below.Control as provided in Section 5(e)):
(i) GKIS Mattel shall pay to the Executive in a lump sum in cash within 10 30 days after the Date of Termination an amount the aggregate of the following amounts:
(A) if not theretofore paid, the Executive's Base Salary through the Date of Termination at the rate in effect at the time of Notice of Termination was given;
(B) a current year MIP bonus equal to the product of (1) and (2), where (1) is three and (2) is the sum of Executive's Annual Base Salary and the average of the last greatest two out of the three most recent annual incentive MIP bonuses actually paid to received by the Executive by GKIS for any calendar year before the Date of Termination (which two greatest MIP bonuses need not represent consecutive years) (the "Average Annual Bonus")) and prorated to reflect the total number of full months the Executive is employed in the year in which termination occurs;
(C) an LTIP payment reflective of the Executive's participation in the three-year plan, so that at the time that final performance under the LTIP is determinable and individual payouts calculated, the Executive shall promptly receive an amount equivalent to what she would have received if she had remained employed through the date of such payouts, less any interim payments already made pursuant to the Executive's continuing eligibility for full participation in the LTIP; and
(D) five times the sum of (x) the Executive's annual Base Salary at the rate in effect at the time the Notice of Termination is given and (y) the Average Annual Bonus defined in Section 5(d)(i)(B), but without proration (and, in each such case, without regard to any contributions by Mattel for the Executive's benefit to the Mattel Personal Investment Plan ("PIP")).
(ii) Upon ExecutiveOptions granted to the Executive under Mattel's stock option plans (the "Stock Option Plans") which options have been granted for more than six months shall become immediately exercisable and the Executive shall have a period of 90 days following the Date of Termination (but in no event past the expiration of the term of the option grant) to exercise all options granted under the Stock Option Plans then exercisable or which become exercisable pursuant to this clause (ii). In the event the Executive is age 52 or older on the Date of Termination, she will be treated as a retiree under the Stock Option Plans, which will enable the Executive shall be 100% vested to vest in and exercise stock options theretofore granted thereunder, at the election of the Executive, (x) in the amounts credited manner described in the immediately preceding sentence, or (y) for a period of up to any Qualified Plan five years after the Date of Termination (but in which he is a participantno event past the expiration of the term of the option grant).
(iii) Upon ExecutiveAwards of restricted stock granted to the Executive shall become distributable as of the Date of Termination in the same manner as they would have been distributable had the Executive remained an executive of Mattel to the date the restrictions lapse under the grants, except that if termination occurs prior to full vesting on January 1, 1997, the measurement period for determining whether the performance goals have been satisfied shall be the period commencing on January 1, 1994 and ending on the last day of Mattel's most recent fiscal quarter ending immediately prior to the Date of Termination, Executive's awards under any stock-based plan under which the Executive has been granted stock or options to purchase such shall be accelerated as follows:
(A) Each option and each related stock appreciation right shall become immediately exercisable to the extent theretofore not exercisable;
(B) Restricted stock shall immediately vest free of restrictions; and
(C) The number of shares covered by each performance share award shall be issued to Executive; provided, however, that awards shall not, in any event, be so accelerated to a date less than one year after the date of grant or award date if prohibited by the terms of the applicable Plan. Acceleration of awards shall comply with applicable regulatory requirements, including without limitation, Section 422 of the Code and Rule 16b-3 promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.
(iv) For one year after Executive's Date of TerminationMattel shall, or such longer period as may be provided promptly upon submission by the terms Executive of supporting documentation, pay or reimburse to the appropriate plan, program, practice Executive any costs and expenses paid or policy, GKIS shall continue to provide welfare benefits and fringe benefits and other perquisites to incurred by the Executive and/or Executive's family at least equal to those which would have been provided to them payable under Section 3(e) if Executive's her employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of GKIS and 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 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 provoked under such other plan during such applicable period of eligibility. 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 one year after the Date of Termination and to have retired on the last day of such periodterminated.
(v) The sum Executive shall be entitled to purchase her office furnishings from Mattel for $1.00.
(vi) Until the earlier of (Ax) the Executive's Annual Base Salary through third anniversary of the Date of Termination or (y) the date the Executive accepts other employment, Mattel shall provide to the extent due for services rendered but not theretofore paidExecutive at Mattel's expense:
(I) medical, dental, prescription drug and vision care group insurance in accordance with the coverage in effect immediately prior to the Date of Termination (B) with respect the last 18 months of the Executive's coverage under such insurance shall be deemed to any Performance Period be participation under an election to continue such benefits under the GK Intelligent SystemsConsolidated Omnibus Budget Reconciliation Act at Mattel's expense);
(II) outplacement services at the expense of Mattel commensurate with those provided to terminated executives of comparable level and made available through and at the facilities of a reputable and experienced vendor; and
(III) continuation of country-club membership "signatory/representative" status as in effect immediately prior to the Date of Termination; and within ninety (90) days following the Date of Termination, Inc. LongMattel shall cause the membership to be transferred to the Executive at no cost to the Executive (but subject to tax reporting as imputed income applicable to the year in which the membership is transferred). For the three-Term Incentive Plan which has not been completed as year period after the Date of Termination, the Executive shall remain eligible for use of personal financial and legal counseling services through the vendor engaged and paid for by Mattel. The Executive may continue to use the car leased by Mattel that is in the Executive's possession on the Date of Termination until the earlier of (x) the end of the lease term or (y) the third anniversary of the Date of Termination, an amount equal to at which time the Executive may purchase the car for $1.00 (1) multiplied by (2), where (1) is 150% if at the end of the Value lease term) or Mattel's book value (as defined in such plan) if on the third anniversary of the Participant's accrued benefits on Date of Termination). As of the Participant's Date of Termination, all expenses related to such leased car, including but not limited to repairs, maintenance, gasoline, and car phone and associated expenses, shall be the sole responsibility of the Executive.
(2vii) Credit shall be given for three years of service (in addition to actual service) and for three years of attained age to be added to the Executive's actual age for purposes of computing any service and age-related benefits for which the Executive is eligible under the plans and programs of Mattel, including but not limited to the 1994 Supplemental Executive Retirement Plan (including any successor plan thereto in which the Executive is a fractionparticipant, the numerator of which is the number of full months between the beginning of such Performance Period and the Participant's Date of Termination and the denominator of which is the total number of months in the Performance Period, and (C) any compensation previously deferred by the Executive (together with any accrued earnings or interest thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the amount referred to in clauses (A"SERP"), (B) andthe Mattel Deferred Compensation Plan, the PIP, the Mattel Retiree Medical
Appears in 1 contract
Good Reason; Other Than for Cause or Disability. If GKIS shall terminate Mattel terminates the Executive's ’s employment other than for Cause or Disability during or the Employment Period or Executive shall terminate terminates the Executive’s employment for Good Reason pursuant to (in each case, other than within 18 months following a Notice Change of Termination delivered during the Employment Period, GKIS agrees to make the payments and provide the benefits described below.Control as provided in Section 5(e):
(i) GKIS Mattel shall pay to the Executive in a lump sum in cash within 10 30 days after the Date of Termination an amount equal to the product of (1) and (2), where (1) is three and (2) is the sum of Executive's Annual Base Salary and the average aggregate of the last three annual incentive bonuses actually paid to Executive by GKIS for any calendar year before the Date of Termination (the "Average Annual Bonus"); and
(ii) Upon Executive's Date of Termination, Executive shall be 100% vested in the amounts credited to any Qualified Plan in which he is a participant.
(iii) Upon Executive's Date of Termination, Executive's awards under any stock-based plan under which the Executive has been granted stock or options to purchase such shall be accelerated as followsfollowing amounts:
(A) Each option and each related stock appreciation right shall become immediately exercisable to the extent if not theretofore not exercisable;
(B) Restricted stock shall immediately vest free of restrictions; and
(C) The number of shares covered by each performance share award shall be issued to Executive; provided, however, that awards shall not, in any event, be so accelerated to a date less than one year after the date of grant or award date if prohibited by the terms of the applicable Plan. Acceleration of awards shall comply with applicable regulatory requirements, including without limitation, Section 422 of the Code and Rule 16b-3 promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.
(iv) For one year after Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, GKIS shall continue to provide welfare benefits and fringe benefits and other perquisites to Executive and/or 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 GKIS and 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 and is eligible to receive medical or other welfare benefits under another employer-provided planpaid, the medical and other welfare benefits described herein shall be secondary to those provoked under such other plan during such applicable period of eligibility. 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 one year after the Date of Termination and to have retired on the last day of such period.
(v) The sum of (A) the Executive's Annual ’s Base Salary through the Date of Termination to at the extent due for services rendered but not theretofore paid, rate in effect at the time of Notice of Termination was given;
(B) with respect a current year bonus (the “Bonus”) equal to any Performance Period the average of the two highest annual bonuses received by the Executive under the GK Intelligent SystemsMIP, Inc. Long-Term Incentive Plan which has not been completed as of or any successor plan, in the three years prior to the Date of Termination, including any years in which the Executive was paid no bonus, (the “Average Annual Bonus”) and prorated to reflect the total number of full months the Executive is employed on an amount equal to active and full time basis in the year in which termination occurs;
(1C) multiplied by two times the sum of (2x) the Executive’s annual Base Salary at the rate in effect at the time the Notice of Termination is given and (y) the Bonus defined in Section 5(d)(i)(B), where but without proration (1and, in each such case, without regard to any contributions by Mattel for the Executive’s benefit to any retirement or other investment plans).
(ii) Mattel shall pay the Executive a portion of any long-term incentive compensation that Executive would have received under the LTIP with respect to any performance period which is 150% pending as of the Value (as defined in such plan) of the Participant's accrued benefits on the Participant's Executive’s Date of TerminationTermination as if the Executive had remained employed for the entire performance period, and (2) is a fraction, the numerator of which is pro rated based on the number of full months between of Executive’s employment during the beginning of such Performance Period and the Participant's Date of Termination and the denominator of which is performance period over the total number of months in the Performance Periodperformance period, which amount shall be payable at the end of the period in accordance with the terms of the LTIP and shall be net of any interim payments previously made to the Executive.
(iii) Any options granted to the Executive under Mattel’s stock option plans, other than Mattel’s 1997 Premium Price Stock Option Plan or any successor thereto (the “Stock Option Plans”), shall become immediately exercisable and the Executive shall have a period of 90 days following the Date of Termination (but in no event past the expiration of the term of the option grant) to exercise all options granted under the Stock Option Plans then exercisable or which become exercisable pursuant to this clause (iii).
(iv) Mattel shall, promptly upon submission by the Executive of supporting documentation, pay or reimburse to the Executive any costs and expenses paid or incurred by the Executive which would have been payable under Section 3(e) if the Executive’s employment had not terminated.
(v) Until the earlier of (x) the second anniversary of the Date of Termination or (y) the date the Executive becomes gainfully employed in a substantially similar employment position, Mattel shall provide to the Executive at Mattel’s expense:
(A) coverage under Mattel’s medical, dental, prescription drug and vision care group insurance as in effect from time to time on the same terms and conditions as such insurance is available to active employees of Mattel (the last 18 months of the Executive’s coverage under such insurance shall be deemed to be participation under an election to continue such benefits under the Consolidated Omnibus Budget Reconciliation Act at Mattel’s expense);
(B) financial counseling and tax preparation services through the vendor engaged and paid for by Mattel;
(C) any compensation previously deferred automobile benefits; provided however, that if such automobile is leased by Mattel, such benefits shall expire upon expiration of such lease. Upon expiration of the automobile benefits, at which time the Executive may purchase the car for either $100, if the automobile benefits terminate at the end of the lease term, or Mattel’s book value, if the automobile benefits terminate on either the third anniversary of the Date of Termination or the date on which the Executive accepts other employment. As of the Date of Termination, all expenses related to such automobile, including but not limited to insurance, repairs, maintenance, gasoline, and car phone and associated expenses, shall be the sole responsibility of the Executive; and
(together with any accrued earnings D) membership in one city or interest thereon) country club and any accrued vacation pay, in each case related expenses. Mattel shall cause the membership to be transferred to the extent not theretofore paid (Executive at no cost to the amount referred to in clauses (A), (B) andExecutive.
Appears in 1 contract
Good Reason; Other Than for Cause or Disability. If GKIS If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability during Disability, or the Employment Period or employment of the Executive shall terminate employment be terminated by the Executive for Good Reason pursuant to a Notice of Termination delivered during the Employment Period, GKIS agrees to make the payments and provide the benefits described below.Reason:
(i) GKIS the Company shall pay to the Executive in a lump sum in cash within 10 days after the Date of Termination an amount equal to the product of (1) and (2), where (1) is three and (2) is the sum of Executive's Annual Base Salary and the average aggregate of the last three annual incentive bonuses actually paid to Executive by GKIS for any calendar year before the Date of Termination (the "Average Annual Bonus"); and
(ii) Upon Executive's Date of Termination, Executive shall be 100% vested in the amounts credited to any Qualified Plan in which he is a participant.
(iii) Upon Executive's Date of Termination, Executive's awards under any stock-based plan under which the Executive has been granted stock or options to purchase such shall be accelerated as followsfollowing amounts:
(A) Each option and each related stock appreciation right shall become immediately exercisable to if not theretofore paid, the extent theretofore not exercisableExecutive's Base Salary through the Date of Termination at the rate in effect on the Date of Termination;
(B) Restricted stock shall immediately vest free the product of restrictions(x) the greater of the highest Annual Bonus paid to the Executive during the Employment Period and 50% of the Executive's Base Salary in the year of termination and (y) the fraction obtained by dividing (i) the number of days which Executive has been employed during a particular year by (ii) 365; and
(C) The number two times the sum of shares covered (x) the Executive's annual Base Salary at the rate in effect at the time Notice of Termination was given and (y) the greater of the highest Annual Bonus paid to the Executive during the Employment Period and 50% of the Executive's Base Salary in the year of termination;
(ii) any previously granted unvested options received by each performance share award Executive pursuant to any stock option plans of the Company prior to such termination shall be issued become immediately vested and fully exercisable by Executive or by Executive's estate for the full term of the original grant of the option or options to Executive; provided, however, that awards shall not, in any event, be so accelerated to a date less than one year after the date of grant or award date if prohibited extent permissible by the terms of option plan or plans, notwithstanding any provisions to the applicable Plan. Acceleration of awards shall comply with applicable regulatory requirementscontrary provided in such stock option plans or agreements;
(iii) the Company shall, including without limitation, Section 422 of the Code and Rule 16b-3 promulgated promptly upon submission by the Securities and Exchange Commission pursuant Executive of supporting documentation, pay or reimburse to the Securities Executive any costs and Exchange Commission pursuant to expenses (including moving and relocation expenses) paid or incurred by the Securities Exchange Act of 1934.Executive which would have been payable under Section 4(f) if the Executive's employment had not terminated; and
(iv) For one year for a period of two years after Executive's the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, GKIS Company shall continue benefits to provide welfare benefits and fringe benefits and other perquisites 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 and policies described in Sections 4(e) and 4(g) of this Agreement (or, if more favorable to Executive, as in effect at any time thereafter with respect to other key employees) if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of GKIS and 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 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 provoked under such other plan during such applicable period of eligibility. 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 one year after the Date of Termination and to have retired on the last day of such periodterminated.
(v) The sum of (A) the Executive's Annual Base Salary through the Date of Termination to the extent due for services rendered but not theretofore paid, (B) with respect to any Performance Period under the GK Intelligent Systems, Inc. Long-Term Incentive Plan which has not been completed as of the Date of Termination, an amount equal to (1) multiplied by (2), where (1) is 150% of the Value (as defined in such plan) of the Participant's accrued benefits on the Participant's Date of Termination, and (2) is a fraction, the numerator of which is the number of full months between the beginning of such Performance Period and the Participant's Date of Termination and the denominator of which is the total number of months in the Performance Period, and (C) any compensation previously deferred by the Executive (together with any accrued earnings or interest thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the amount referred to in clauses (A), (B) and
Appears in 1 contract
Samples: Employment Agreement (Ico Inc)
Good Reason; Other Than for Cause or Disability. If GKIS If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability during Disability, or the Employment Period or employment of the Executive shall terminate employment be terminated by the Executive for Good Reason pursuant to a Notice of Termination delivered during the Employment Period, GKIS agrees to make the payments and provide the benefits described below.Reason:
(i) GKIS the Company shall pay to the Executive in a lump sum in cash within 10 days after the Date of Termination an amount equal to the product of (1) and (2), where (1) is three and (2) is the sum of Executive's Annual Base Salary and the average aggregate of the last three annual incentive bonuses actually paid to Executive by GKIS for any calendar year before the Date of Termination (the "Average Annual Bonus"); and
(ii) Upon Executive's Date of Termination, Executive shall be 100% vested in the amounts credited to any Qualified Plan in which he is a participant.
(iii) Upon Executive's Date of Termination, Executive's awards under any stock-based plan under which the Executive has been granted stock or options to purchase such shall be accelerated as followsfollowing amounts:
(A) Each option and each related stock appreciation right shall become immediately exercisable to if not theretofore paid, the extent theretofore not exercisableExecutive's Base Salary through the Date of Termination at the rate in effect on the Date of Termination;
(B) Restricted stock shall immediately vest free the product of restrictions(x) the greater of the highest Annual Bonus paid to the Executive during the Employment Period and 50% of the Executive's Base Salary in the year of termination and (y) the fraction obtained by dividing (i) the number of days which Executive has been employed during a particular year by (ii) 365; and
(C) The number three times the sum of shares covered (x) the Executive's annual Base Salary at the rate in effect at the time Notice of Termination was given and (y) the greater of the highest Annual Bonus paid to the Executive during the Employment Period and 50% of the Executive's Base Salary in the year of termination;
(ii) any previously granted unvested options received by each performance share award Executive pursuant to any stock option plans of the Company prior to such termination shall be issued become immediately vested and fully exercisable by Executive or by Executive's estate for the full term of the original grant of the option or options to Executive; provided, however, that awards shall not, in any event, be so accelerated to a date less than one year after the date of grant or award date if prohibited extent permissible by the terms of option plan or plans, notwithstanding any provisions to the applicable Plan. Acceleration of awards shall comply with applicable regulatory requirementscontrary provided in such stock option plans or agreements;
(iii) the Company shall, including without limitation, Section 422 of the Code and Rule 16b-3 promulgated promptly upon submission by the Securities and Exchange Commission pursuant Executive of supporting documentation, pay or reimburse to the Securities Executive any costs and Exchange Commission pursuant to expenses (including moving and relocation expenses) paid or incurred by the Securities Exchange Act of 1934.Executive which would have been payable under Section 4(f) if the Executive's employment had not terminated; and
(iv) For one year for a period of three years after Executive's the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, GKIS Company shall continue benefits to provide welfare benefits and fringe benefits and other perquisites to the Executive and/or the 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 GKIS and 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 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 provoked under such other plan during such applicable period of eligibility. 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 one year after the Date of Termination policies described in Sections 4(e) and to have retired on the last day of such period.
(v) The sum of (A) the Executive's Annual Base Salary through the Date of Termination to the extent due for services rendered but not theretofore paid, (B) with respect to any Performance Period under the GK Intelligent Systems, Inc. Long-Term Incentive Plan which has not been completed as of the Date of Termination, an amount equal to (1) multiplied by (2), where (1) is 150% of the Value (as defined in such plan4(g) of the Participant's accrued benefits on the Participant's Date of Terminationthis Agreement (or, and (2) is a fraction, the numerator of which is the number of full months between the beginning of such Performance Period and the Participant's Date of Termination and the denominator of which is the total number of months in the Performance Period, and (C) any compensation previously deferred by the Executive (together with any accrued earnings or interest thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the amount referred to in clauses (A), (B) andif more
Appears in 1 contract
Samples: Employment Agreement (Ico Inc)
Good Reason; Other Than for Cause or Disability. If GKIS If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability during Disability, or the Employment Period or employment of the Executive shall terminate employment be terminated by the Executive for Good Reason pursuant to a Notice of Termination delivered during the Employment Period, GKIS agrees to make the payments and provide the benefits described below.Reason:
(i) GKIS the Company shall pay to the Executive in a lump sum in cash within 10 days after the Date of Termination an amount equal to the product of (1) and (2), where (1) is three and (2) is the sum of Executive's Annual Base Salary and the average aggregate of the last three annual incentive bonuses actually paid to Executive by GKIS for any calendar year before the Date of Termination (the "Average Annual Bonus"); and
(ii) Upon Executive's Date of Termination, Executive shall be 100% vested in the amounts credited to any Qualified Plan in which he is a participant.
(iii) Upon Executive's Date of Termination, Executive's awards under any stock-based plan under which the Executive has been granted stock or options to purchase such shall be accelerated as followsfollowing amounts:
(A) Each option and each related stock appreciation right shall become immediately exercisable to if not theretofore paid, the extent theretofore not exercisableExecutive's Base Salary through the Date of Termination at the rate in effect on the Date of Termination;
(B) Restricted stock shall immediately vest free the product of restrictions(x) the greater of the highest Annual Bonus paid to the Executive during the Employment Period and 50% of the Executive's Base Salary in the year of termination and (y) the fraction obtained by dividing (i) the number of days which Executive has been employed during the particular year in which termination occurs by (ii) 365; and
(C) The number two times the sum of shares covered (x) the Executive's annual Base Salary at the rate in effect at the time Notice of Termination was given and (y) the greater of the highest Annual Bonus paid to the Executive during the Employment Period and 50% of the Executive's Base Salary during the particular fiscal year in which termination occurs ;
(ii) any previously granted unvested options received by each performance share award Executive pursuant to any stock option plans of the Company prior to such termination shall be issued become immediately vested and fully exercisable by Executive or by Executive's estate for the full term of the original grant of the option or options to Executive; provided, however, that awards shall not, in any event, be so accelerated to a date less than one year after the date of grant or award date if prohibited extent permissible by the terms of option plan or plans, notwithstanding any provisions to the applicable Plan. Acceleration of awards shall comply with applicable regulatory requirementscontrary provided in such stock option plans or agreements;
(iii) the Company shall, including without limitation, Section 422 of the Code and Rule 16b-3 promulgated promptly upon submission by the Securities and Exchange Commission pursuant Executive of supporting documentation, pay or reimburse to the Securities Executive any costs and Exchange Commission pursuant to expenses (including moving and relocation expenses) paid or incurred by the Securities Exchange Act of 1934.Executive which would have been payable under Section 4(f) if the Executive's employment had not terminated; and
(iv) For one year for a period of two years after Executive's the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, GKIS Company shall continue benefits to provide welfare benefits and fringe benefits and other perquisites 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 and policies described in Sections 4(e) and 4(g) of this Agreement (or, if more favorable to Executive, as in effect at any time thereafter with respect to other key employees) if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of GKIS and 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 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 provoked under such other plan during such applicable period of eligibility. 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 one year after the Date of Termination and to have retired on the last day of such periodterminated.
(v) The sum of (A) the Executive's Annual Base Salary through the Date of Termination to the extent due for services rendered but not theretofore paid, (B) with respect to any Performance Period under the GK Intelligent Systems, Inc. Long-Term Incentive Plan which has not been completed as of the Date of Termination, an amount equal to (1) multiplied by (2), where (1) is 150% of the Value (as defined in such plan) of the Participant's accrued benefits on the Participant's Date of Termination, and (2) is a fraction, the numerator of which is the number of full months between the beginning of such Performance Period and the Participant's Date of Termination and the denominator of which is the total number of months in the Performance Period, and (C) any compensation previously deferred by the Executive (together with any accrued earnings or interest thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the amount referred to in clauses (A), (B) and
Appears in 1 contract
Samples: Employment Agreement (Ico Inc)
Good Reason; Other Than for Cause or Disability. If GKIS If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability during Disability, or the Employment Period or employment of the Executive shall terminate employment be terminated by the Executive for Good Reason pursuant to a Notice of Termination delivered during the Employment Period, GKIS agrees to make the payments and provide the benefits described below.Reason:
(i) GKIS the Company shall pay to the Executive in a lump sum in cash within 10 days after the Date of Termination an amount equal to the product of (1) and (2), where (1) is three and (2) is the sum of Executive's Annual Base Salary and the average aggregate of the last three annual incentive bonuses actually paid to Executive by GKIS for any calendar year before the Date of Termination (the "Average Annual Bonus"); and
(ii) Upon Executive's Date of Termination, Executive shall be 100% vested in the amounts credited to any Qualified Plan in which he is a participant.
(iii) Upon Executive's Date of Termination, Executive's awards under any stock-based plan under which the Executive has been granted stock or options to purchase such shall be accelerated as followsfollowing amounts:
(A) Each option and each related stock appreciation right shall become immediately exercisable to if not theretofore paid, the extent theretofore not exercisableExecutive's Base Salary through the Date of Termination at the rate in effect on the Date of Termination;
(B) Restricted stock shall immediately vest free the product of restrictions(x) the greater of the highest Annual Bonus paid to the Executive during the Employment Period and 50% of the Executive's Base Salary in the year of termination and (y) the fraction obtained by dividing (i) the number of days which Executive has been employed during the particular fiscal year in which termination occurs by (ii) 365; and
(C) The number two times the sum of shares covered (x) the Executive's annual Base Salary at the rate in effect at the time Notice of Termination was given and (y) the greater of the highest Annual Bonus paid to the Executive during the Employment Period and 50% of the Executive's Base Salary during the particular fiscal year in which termination occurs ;
(ii) any previously granted unvested options received by each performance share award Executive pursuant to any stock option plans of the Company prior to such termination shall be issued become immediately vested and fully exercisable by Executive or by Executive's estate for the full term of the original grant of the option or options to Executive; provided, however, that awards shall not, in any event, be so accelerated to a date less than one year after the date of grant or award date if prohibited extent permissible by the terms of option plan or plans, notwithstanding any provisions to the applicable Plan. Acceleration of awards shall comply with applicable regulatory requirementscontrary provided in such stock option plans or agreements;
(iii) the Company shall, including without limitation, Section 422 of the Code and Rule 16b-3 promulgated promptly upon submission by the Securities and Exchange Commission pursuant Executive of supporting documentation, pay or reimburse to the Securities Executive any costs and Exchange Commission pursuant to expenses (including moving and relocation expenses) paid or incurred by the Securities Exchange Act of 1934.Executive which would have been payable under Section 4(f) if the Executive's employment had not terminated; and
(iv) For one year for a period of two years after Executive's the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, GKIS Company shall continue benefits to provide welfare benefits and fringe benefits and other perquisites 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 and policies described in Sections 4(e) and 4(g) of this Agreement (or, if more favorable to Executive, as in effect at any time thereafter with respect to other key employees) if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of GKIS and 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 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 provoked under such other plan during such applicable period of eligibility. 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 one year after the Date of Termination and to have retired on the last day of such periodterminated.
(v) The sum of (A) the Executive's Annual Base Salary through the Date of Termination to the extent due for services rendered but not theretofore paid, (B) with respect to any Performance Period under the GK Intelligent Systems, Inc. Long-Term Incentive Plan which has not been completed as of the Date of Termination, an amount equal to (1) multiplied by (2), where (1) is 150% of the Value (as defined in such plan) of the Participant's accrued benefits on the Participant's Date of Termination, and (2) is a fraction, the numerator of which is the number of full months between the beginning of such Performance Period and the Participant's Date of Termination and the denominator of which is the total number of months in the Performance Period, and (C) any compensation previously deferred by the Executive (together with any accrued earnings or interest thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the amount referred to in clauses (A), (B) and
Appears in 1 contract
Samples: Employment Agreement (Ico Inc)
Good Reason; Other Than for Cause or Disability. If GKIS shall terminate Mattel terminates the Executive's employment other than for Cause or Disability during or the Employment Period or Executive shall terminate terminates his employment for Good Reason pursuant Reason, subject to a Notice of Termination delivered during the Employment Period, GKIS agrees to make Executives compliance with the payments and provide the benefits described below.covenants set forth in SECTION 11 hereof:
(i) GKIS Mattel shall pay to the Executive in a lump sum in cash within 10 15 days after the Date of Termination an amount equal to termination, if not theretofore paid, the product of (1) and (2), where (1) is three and (2) is the sum of Executive's Annual Base Salary and the average of the last three annual incentive bonuses actually paid to Executive by GKIS for any calendar year before through the Date of Termination (at the "Average Annual Bonus")rate in effect at the time Notice of Termination is given; and
(ii) Upon Executive's Date of Termination, Mattel shall pay to the Executive shall be 100% vested $5,250,000 in the amounts credited to any Qualified Plan equal bi-monthly installments in which he is accordance with its normal payroll practices over a participantthree year period.
(iii) Upon ExecutiveOptions which may be granted to the Executive under Mattel's stock option plans other than options granted pursuant to the 1997 Premium Stock Option Plan (the "STOCK OPTION Plans") and which options have been granted for more than six months as of the Date of Termination, Executive's awards under any stock-based plan under which the Executive has been granted stock or options to purchase such shall be accelerated as follows:
(A) Each option and each related stock appreciation right Termination shall become immediately exercisable to the extent theretofore not exercisable;
any such options would have become vested during the term of this Agreement and the Executive shall have a period of 90 days following the Date of Termination (B) Restricted stock shall immediately vest free of restrictions; and
(C) The number of shares covered by each performance share award shall be issued to Executive; provided, however, that awards shall not, but in any event, be so accelerated to a date less than one year after no event past the date of grant or award date if prohibited by the terms expiration of the applicable Plan. Acceleration of awards shall comply with applicable regulatory requirements, including without limitation, Section 422 term of the Code and Rule 16b-3 promulgated by option grant) to exercise all options granted under the Securities and Exchange Commission Stock Option Plans then exercisable or which become exercisable pursuant to the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934this clause (iii).
(iv) For one year after Executive's Date of TerminationMattel shall, or such longer period as may be provided promptly upon submission by the terms Executive of supporting documentation, pay or reimburse to the appropriate plan, program, practice Executive any costs and expenses paid or policy, GKIS shall continue to provide welfare benefits and fringe benefits and other perquisites to incurred by the Executive and/or Executive's family at least equal to those which would have been provided to them payable under SECTION 3(d) if Executive's his employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of GKIS and 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 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 provoked under such other plan during such applicable period of eligibility. 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 one year after the Date of Termination and to have retired on the last day of such periodterminated.
(v) The sum of (A) the Executive's Annual Base Salary through the Date of Termination If it is determined that any payment or distribution by Mattel to the extent due for services rendered but not theretofore paid, Executive pursuant to SECTION 5(d) (Bdetermined without regard to any additional payments required pursuant to this sentence) (a "PAYMENT") would be subject to the excise tax imposed by Section 4999 of the Code with respect to any Performance Period under a change in control of Mattel which is subject to the GK Intelligent Systems, Inc. Long-Term Incentive Plan which has not been completed as provisions of Section 280G of the Date of TerminationCode, an amount equal to (1) multiplied by (2), where (1) is 150% of the Value (as defined in such plan) of the Participant's accrued benefits on the Participant's Date of Termination, and (2) is a fraction, the numerator of which is the number of full months between the beginning of such Performance Period and the Participant's Date of Termination and the denominator of which is the total number of months in the Performance Period, and (C) or any compensation previously deferred interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any accrued earnings such interest and penalties, are hereinafter collectively referred to as the "EXCISE TAX"), then the Executive shall be entitled to receive with respect to each Payment an additional payment (a "GROSS-UP PAYMENT") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest thereonand penalties imposed with respect thereto) and any accrued vacation payExcise Tax imposed upon the Gross-Up Payment, in each case the Executive retains an amount of the Gross-Up Payment equal to the extent not theretofore paid (Excise Tax imposed upon the amount referred to in clauses (A), (B) andPayments.
Appears in 1 contract
Good Reason; Other Than for Cause or Disability. If GKIS shall terminate Mattel terminates the Executive's employment other than for Cause or Disability during or the Employment Period or Executive shall terminate terminates his employment for Good Reason pursuant Reason, subject to a Notice of Termination delivered during the Employment Period, GKIS agrees to make Executives compliance with the payments and provide the benefits described below.covenants set forth in SECTION 11 hereof:
(i) GKIS Mattel shall pay to the Executive in a lump sum in cash within 10 15 days after the Date of Termination an amount equal to termination, if not theretofore paid, the product of (1) and (2), where (1) is three and (2) is the sum of Executive's Annual Base Salary and the average of the last three annual incentive bonuses actually paid to Executive by GKIS for any calendar year before through the Date of Termination (at the "Average Annual Bonus")rate in effect at the time Notice of Termination is given; and
(ii) Upon Executive's Date of Termination, Mattel shall pay to the Executive shall be 100% vested $5,250,000 in the amounts credited to any Qualified Plan equal bi-monthly installments in which he is accordance with its normal payroll practices over a participantthree year period.
(iii) Upon ExecutiveOptions which may be granted to the Executive under Mattel's stock option plans other than options granted pursuant to the 1997 Premium Stock Option Plan (the "STOCK OPTION PLANS") and which options have been granted for more than six months as of the Date of Termination, Executive's awards under any stock-based plan under which the Executive has been granted stock or options to purchase such shall be accelerated as follows:
(A) Each option and each related stock appreciation right Termination shall become immediately exercisable to the extent theretofore not exercisable;
any such options would have become vested during the term of this Agreement and the Executive shall have a period of 90 days following the Date of Termination (B) Restricted stock shall immediately vest free of restrictions; and
(C) The number of shares covered by each performance share award shall be issued to Executive; provided, however, that awards shall not, but in any event, be so accelerated to a date less than one year after no event past the date of grant or award date if prohibited by the terms expiration of the applicable Plan. Acceleration of awards shall comply with applicable regulatory requirements, including without limitation, Section 422 term of the Code and Rule 16b-3 promulgated by option grant) to exercise all options granted under the Securities and Exchange Commission Stock Option Plans then exercisable or which become exercisable pursuant to the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934this clause (iii).
(iv) For one year after Executive's Date of TerminationMattel shall, or such longer period as may be provided promptly upon submission by the terms Executive of supporting documentation, pay or reimburse to the appropriate plan, program, practice Executive any costs and expenses paid or policy, GKIS shall continue to provide welfare benefits and fringe benefits and other perquisites to incurred by the Executive and/or Executive's family at least equal to those which would have been provided to them payable under SECTION 3(d) if Executive's his employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of GKIS and 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 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 provoked under such other plan during such applicable period of eligibility. 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 one year after the Date of Termination and to have retired on the last day of such periodterminated.
(v) The sum of (A) the Executive's Annual Base Salary through the Date of Termination If it is determined that any payment or distribution by Mattel to the extent due for services rendered but not theretofore paid, Executive pursuant to SECTION 5(d) (Bdetermined without regard to any additional payments required pursuant to this sentence) (a "PAYMENT") would be subject to the excise tax imposed by Section 4999 of the Code with respect to any Performance Period under a change in control of Mattel which is subject to the GK Intelligent Systems, Inc. Long-Term Incentive Plan which has not been completed as provisions of Section 280G of the Date of TerminationCode, an amount equal to (1) multiplied by (2), where (1) is 150% of the Value (as defined in such plan) of the Participant's accrued benefits on the Participant's Date of Termination, and (2) is a fraction, the numerator of which is the number of full months between the beginning of such Performance Period and the Participant's Date of Termination and the denominator of which is the total number of months in the Performance Period, and (C) or any compensation previously deferred interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any accrued earnings such interest and penalties, are hereinafter collectively referred to as the "EXCISE TAX"), then the Executive shall be entitled to receive with respect to each Payment an additional payment (a "GROSS-UP PAYMENT") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest thereonand penalties imposed with respect thereto) and any accrued vacation payExcise Tax imposed upon the Gross-Up Payment, in each case the Executive retains an amount of the Gross-Up Payment equal to the extent not theretofore paid (Excise Tax imposed upon the amount referred to in clauses (A), (B) andPayments.
Appears in 1 contract
Good Reason; Other Than for Cause or Disability. If GKIS If, the Company shall terminate the Executive's ’s employment during the Agreement Term other than for Cause or Disability during Disability, or the Employment Period or Executive shall terminate employment for Good Reason pursuant Reason, this Agreement shall terminate without further obligation to a Notice of Termination delivered during the Employment Period, GKIS agrees to make the payments and provide the benefits described below.Executive other than as follows:
(i) GKIS the Company shall pay to the Executive in a lump sum in cash within 10 ten (10) days after the Executive executes a general release substantially in the form attached hereto as Attachment B:
A. the product of three (3) times the sum of (x) the average of the annual bonuses paid to the Executive for the three (3) completed calendar years prior to the year in which the Date of Termination an amount equal to occurs (the product of (1“Recent Annual Bonus”) and (2), where (1y) is three and (2) is the sum of Executive's ’s Annual Base Salary and the average of the last three annual incentive bonuses actually paid to Executive by GKIS for (disregarding any calendar year before the Date of Termination (the "Average decrease in Annual Bonus"Base Salary constituting Good Reason); and
(ii) Upon Executive's Date of Termination, Executive shall be 100% vested in B. the amounts credited to any Qualified Plan in which he is a participant.
(iii) Upon Executive's Date of Termination, Executive's awards under any stock-based plan under which the Executive has been granted stock or options to purchase such shall be accelerated as follows:
(A) Each option and each related stock appreciation right shall become immediately exercisable to the extent theretofore not exercisable;
(B) Restricted stock shall immediately vest free of restrictions; and
(C) The number of shares covered by each performance share award shall be issued to Executive; provided, however, that awards shall not, in any event, be so accelerated to a date less than one year after the date of grant or award date if prohibited by the terms of the applicable Plan. Acceleration of awards shall comply with applicable regulatory requirements, including without limitation, Section 422 of the Code and Rule 16b-3 promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.
(iv) For one year after Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, GKIS shall continue to provide welfare benefits and fringe benefits and other perquisites to Executive and/or 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 GKIS and 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 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 provoked under such other plan during such applicable period of eligibility. 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 one year after the Date of Termination and to have retired on the last day of such period.
(v) The sum of (Ax) the Executive's ’s Annual Base Salary through the Date of Termination to the extent due for services rendered but not theretofore paidpaid (disregarding any decrease in Annual Base Salary constituting Good Reason), and (By) with respect to any Performance Period under the GK Intelligent Systems, Inc. Long-Term Incentive Plan which has not been completed as product of the Date of Termination, an amount equal to (1) the Recent Annual Bonus multiplied by (2), where (1) is 150% of the Value (as defined in such plan) of the Participant's accrued benefits on the Participant's Date of Termination, and (2) is a fraction, the numerator of which is the number of full months between days in the beginning fiscal year in which the Date of such Performance Period and Termination occurs through the Participant's Date of Termination and the denominator of which is the total number of months in the Performance Period365, and (C) any compensation previously deferred by the Executive (together with any accrued earnings or interest thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the amount referred to sum of the amounts described in clauses (Ax) and (y) shall be hereinafter referred to as the “Accrued Obligations”);
C. an amount equal to the difference between (x) the actuarial present value of the Retirement Benefit determined using the actuarial assumptions prescribed under the tax-qualified defined benefit plan under which the Executive was eligible for participation at the time of termination of employment, assuming the Executive had accumulated three (3) additional years of age and three (3) additional years of employment, and (y) the actuarial present value of the Retirement Benefit determined using the actuarial assumptions prescribed under the tax-qualified defined benefit plan under which the Executive was eligible for participation at the time of termination of employment;
(ii) for a period of three (3) years following the Executive’s Date of Termination (the “Welfare Benefits Continuation Period”), the Company shall continue to provide to the Executive (and the Executive’s dependents, if applicable): (A) if the Date of Termination occurs during the CIC Period or during the twelve (12) month period after a Potential Change in Control (the “Potential CIC Period”), the same level of health and welfare benefits which would have been provided to the Executive (and his dependents, if applicable) in accordance with the benefit plans described in Section 2(b)(iv) of this Agreement, upon substantially similar terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to the Date of Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed immediately prior to the Change in Control or Potential Change in Control); provided that, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted, or (B) if the Date of Termination occurs outside of the CIC Period or Potential CIC Period, benefits substantially equivalent to those health and welfare benefits which would have been provided to the Executive (and his dependents, if applicable) in accordance with the benefit plans described in Section 2(b)(iv) of this Agreement if the Executive’s employment had not been terminated. Notwithstanding the foregoing, (x) if and to the extent required to prevent a violation of Section 409A of the Code, the Executive will pay the entire cost of such coverage for the first six (6) months after the Date of Termination and the Company will reimburse Executive for the Company’s share of such costs on the six-month anniversary of Executive’s “separation from service” as defined in Section 409A of the Code, and (y) if the Executive becomes reemployed with another employer and becomes eligible to receive group health and benefits from such employer, the Company’s obligation to provide the health and welfare benefits described herein shall cease, except as otherwise provided by law. The Welfare Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA.
(iii) if the Date of Termination occurs during the CIC Period or Potential CIC Period, all of the Executive’s stock options, restricted stock awards and other equity based awards granted after July 1, 1999 (the “Post-Merger Equity Awards”) shall vest in full as of the Date of Termination, and such options shall remain exercisable until the later of (x) the post-termination expiration date specified in the original option agreement, (y) December 31 of the year in which the Date of Termination occurs, or (z) the 15th day of the third month following the Date of Termination, but not exceeding the expiration of their initial term (the “Post-Termination Exercise Period”), and the Executive’s other equity awards (excluding the Post-Merger Equity Awards) will remain subject to the terms of their applicable agreements or applicable Company policy and shall not be affected by the provisions of this Section 4(a); and
(iv) if the Date of Termination occurs other than during the CIC Period or Potential CIC Period, the Executive’s Post-Merger Equity Awards shall vest as of the Date of Termination to the extent such awards would have vested if the Executive had remained continuously employed by the Company through the expiration of the Agreement Term then existing immediately prior to the Date of Termination, and such options shall remain exercisable during the Post-Termination Exercise Period; and
Appears in 1 contract
Good Reason; Other Than for Cause or Disability. If GKIS shall terminate Executive's employment other than for Cause or Disability during the Employment Period or Executive shall terminate employment for Good Reason pursuant to a Notice of Termination delivered If, during the Employment Period, GKIS agrees to make the payments and provide Corporation shall terminate the benefits described below.Executive's employment for other than cause or disability, or the employment of the Executive shall be Terminated by the Executive for good reason,
(i) GKIS the Corporation shall pay to Executive the Executive, in a lump sum in cash within 10 30 days after the Date of Termination an amount equal to Date, the product of following amounts:
(1) and (2)A. if not theretofore paid, where (1) is three and (2) is the sum of Executive's Annual Base Salary through the Date of Termination, and any accrued and unpaid vacation days, at the average of the last three annual incentive bonuses actually paid to Executive by GKIS for any calendar year before rate in effect on the Date of Termination or, if higher, at the highest rate in effect at any time preceding the Termination Date; and
(B. the "Average Annual Bonus")Executive's pro rata portion of any Bonus (as defined below) payable to him/her for the fiscal year in which such termination occurs; and
(ii) Upon Executive's Date the Corporation shall pay to the Executive an amount equal to the Base Salary of Terminationthe executive in effect at the time Notice of Termination was given or, Executive shall be 100% vested if higher, at the highest rate in effect at any time within the amounts credited 90-day period preceding the Effective Date, plus an amount equal to any Qualified Plan Bonus payable to him/her, such amount being payable to the Executive in which he is a participant.12 equal installments, beginning on the first day of the month following such Termination; and
(iii) Upon Executive's Date in respect of any then outstanding awards to the Executive under the Stock Plan for Employees of Tracor, Inc. and Subsidiaries (the "Plan") or any successor or supplement thereto, to the extent permitted by law (any contrary provisions of the plan or any then outstanding options, rights, or grants thereunder notwithstanding), effective upon the date of the Notice of Termination, Executive's awards under any stock-based plan under which the all stock options or rights of Executive has been granted stock or options to purchase such shall be accelerated as follows:
(A) Each option and each related stock appreciation right shall become immediately exercisable in full, and for 90 days thereafter; and all restrictions shall lapse or terminate with respect to restricted shares or units and the extent theretofore not exercisable;
(B) Restricted stock employee shall immediately vest free of restrictionsbe deemed vested therein; and
(Civ) The number of shares covered by each performance share award shall be issued to Executive; providedthe Corporation shall, however, that awards shall not, in any event, be so accelerated to a date less than one year after the date of grant or award date if prohibited promptly upon submission by the terms Executive of supporting documentation, pay or reimburse to the applicable Plan. Acceleration of awards shall comply with applicable regulatory requirements, Executive any costs and expenses (including without limitation, Section 422 of the Code moving and Rule 16b-3 promulgated relocation expenses) paid or incurred by the Securities and Exchange Commission pursuant to the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.
(iv) For one year after Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, GKIS shall continue to provide welfare benefits and fringe benefits and other perquisites to Executive and/or Executive's family at least equal to those which would have been provided to them payable under Section 4.(d) if the Executive's employment had not been terminated in accordance with terminated. If such termination should occur prior to December 1 of any year, the most favorable plans, practices, programs or policies amount of GKIS bonus payable pursuant to the provisions of subsections (d)(i)B. and its affiliated companies applicable generally to other peer executives and their families (d)(ii) shall be calculated based upon the average bonus actually earned by the executive during the two calendar years immediately preceding the Date year of Termination; providedExecutive's Termination or, however that if Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plansuch termination should occur thereafter, the medical and other welfare benefits described herein such bonus shall be secondary to those provoked under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not based upon 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 one year after the Date of Termination and to have retired on the last day of such period.
(v) The sum of (A) the Executive's Annual Base Salary through the Date of Termination to the extent due for services rendered but not theretofore paid, (B) with respect to any Performance Period under the GK Intelligent Systems, Inc. Long-Term Incentive Plan which has not been completed as of the Date of Termination, an amount equal to (1) multiplied by (2), where (1) is 150% of the Value (as defined in such plan) of the Participant's accrued benefits on the Participant's Date of Termination, and (2) is a fraction, the numerator of which is the number of full months between the beginning of such Performance Period and the Participant's Date of Termination and the denominator of which is the total number of months in the Performance Period, and (C) any compensation previously deferred average bonus actually earned by the Executive for the year in which such Termination occurs, and the bonus earned in the immediately preceding year (together with any accrued earnings or interest thereon) and any accrued vacation pay, "Bonus"). Any provisions in each case such Sections to the extent not theretofore paid (contrary notwithstanding, the amount referred to monthly payments provided for in clauses (A)Section 6.(d)(ii) shall cease on January 1 of the year following the year in which the Executive attains age 65, (B) andor on the date of his/her death, whichever first occurs.
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Good Reason; Other Than for Cause or Disability. If GKIS If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability during Disability, or if the Employment Period or Executive shall terminate employment under this Agreement for Good Reason pursuant to a Notice of Termination delivered during the Employment Period, GKIS agrees to make the payments and provide the benefits described below.Reason:
(i) GKIS the Company shall pay pay, to the Executive in a lump sum in cash within 10 30 days after the Date of Termination an amount equal to the aggregate of the following amounts:
A. all Accrued Obligations; and
B. the product of (1x) and two times (2), y) the sum of (i) Annual Base Salary plus (ii) the Highest Formula Annual Bonus (where the "Highest Formula Annual Bonus" means the remainder of (a) the sum of (1) is three and the Highest Formula Short-Term Bonus, plus (2) is the sum Highest Formula Long-Term Bonus, plus (3) the highest other bonus, if any, which was included within the calculation of Executive's Annual Base Salary Bonus, but not considered in calculating the Highest Formula Short-Term Bonus or the Highest Formula Long-Term Bonus, and the average was paid or payable in any fiscal year in respect of the last three annual incentive bonuses actually paid to Executive by GKIS for any calendar year before fiscal years immediately preceding the Date of Termination Termination, minus (b) any payments actually paid or payable under the provisions of the Company's Executive and Senior Management Long-Term Performance Payment Plan due to an actual triggering of its change-in-control provisions by the same or related events constituting a Change of Control hereunder) (where the "Average Annual Highest Formula Short-Term Bonus" means the highest bonus paid or payable in any fiscal year in respect of the three fiscal years immediately preceding the Date of Termination, including by reason of deferral, to the Executive by the Company and its affiliated companies pursuant to the Company's Short-Term Performance Pay Compensation Plan or which would have been so paid or payable if the performance criteria applicable thereunder had been met at 100% of target for any applicable performance period ending in any fiscal year in respect of the three fiscal years immediately preceding the Date of Termination) (where the "Highest Formula Long-Term Bonus" means the highest bonus paid or payable in any fiscal year in respect of the three fiscal years immediately preceding the Date of Termination, including by reason of deferral, to the Executive by the Company and its affiliated companies pursuant to the Company's Executive and Senior Management Long-Term Performance Payment Plan or which would have been so paid or payable if the performance criteria applicable thereunder had been met at 100% of target for any applicable performance period ending in any fiscal year in respect of the three fiscal years immediately preceding the Date of Termination); and
C. a lump-sum retirement benefit equal to the excess of (a) the actuarial equivalent of the Deemed Retirement Benefit over (b) the actuarial equivalent of the Executive's Actual Retirement Benefit; and for purposes of determining the amount payable pursuant to this Section 5(d)(i)C, the actuarial assumptions utilized shall be no less favorable to the Executive than those in effect with respect to the Retirement Plan and the SERP during the 90-day period immediately prior to the Effective Date; and
(ii) Upon Executive's Date of Termination, Executive shall be 100% vested in the amounts credited to any Qualified Plan in which he is a participant.
(iii) Upon Executive's Date of Termination, Executive's awards under any stock-based plan under which the Executive has been granted stock or options to purchase such shall be accelerated as follows:
(A) Each option and each related stock appreciation right shall become immediately exercisable to the extent theretofore not exercisable;
(B) Restricted stock shall immediately vest free of restrictions; and
(C) The number of shares covered by each performance share award shall be issued to Executive; provided, however, that awards shall not, in any event, be so accelerated to a date less than one year after the date of grant or award date if prohibited by the terms of the applicable Plan. Acceleration of awards shall comply with applicable regulatory requirements, including without limitation, Section 422 of the Code and Rule 16b-3 promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.
(iv) For one year after Executive's Date of Terminationfor two additional years, or such longer period as may be provided by the terms of the appropriate any plan, program, practice or policypolicy may provide, GKIS the Company shall continue benefits to provide welfare benefits and fringe benefits and other perquisites 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) of this Agreement if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of GKIS the Company and its affiliated companies 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 other peer executives of Terminationthe Company and its affiliated companies and their families; provided, however that if 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 provoked under such other plan during such applicable period of eligibility. For for purposes of determining eligibility (but not of the time of commencement of benefits) of Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until one year after the Date of Termination for two additional years, and to have retired on the last day of such period.then retired; and
(viii) The sum the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of (A) which shall be selected by the Executive in the Executive's Annual Base Salary through sole discretion; provided, that the Date of Termination to the extent due for services rendered but not theretofore paid, (B) with respect to any Performance Period under the GK Intelligent Systems, Inc. Long-Term Incentive Plan which has not been completed as of the Date of Termination, an amount equal to (1) multiplied by (2), where (1) is 150% of the Value (as defined in such plan) of the Participant's accrued benefits on the Participant's Date of Termination, and (2) is a fraction, the numerator of which is the number of full months between the beginning cost of such Performance Period and the Participant's Date of Termination and the denominator of which is the total number of months in the Performance Period, and outplacement shall not exceed $20,000; and
(Civ) any compensation previously deferred by the Executive (together with any accrued earnings or interest thereon) and any accrued vacation pay, in each case to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and the Affiliated Companies. Notwithstanding the provisions of clause (ii) of this Section 6(d), if after using its reasonable best efforts to obtain life insurance, long-term disability or travel accident insurance coverage for the Executive as required by said clause (ii) at the lowest available rates, the Company is unable to obtain such coverage for an aggregate annual cost to the Company of not more than two percent of the Annual Base Salary, the Executive shall be required to elect to either (i) waive one or more of such coverages, or (ii) have the amount referred or duration of one or more of such coverages reduced, in either case so as to reduce such aggregate annual cost to not more than two percent of the Annual Base Salary. If any of such coverages cannot be obtained, or if the Executive elects to waive any of such coverages as provided in clauses (A)the preceding sentence, (B) andthen the Company shall pay the Executive cash in lieu thereof, in the amount of two-thirds of one percent of the Annual Base Salary for each such coverage that is not provided.
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Good Reason; Other Than for Cause or Disability. If GKIS shall terminate Executive's employment other than for Cause or Disability during the Employment Period or Executive shall terminate employment for Good Reason pursuant to a Notice of Termination delivered If, during the Employment Period, GKIS agrees to make the payments and provide Corporation shall terminate the benefits described below.Executive's employment for other than cause or disability, or the employment of the Executive shall be Terminated by the Executive for good reason,
(i) GKIS the Corporation shall pay to Executive the Executive, in a lump sum in cash within 10 30 days after the Date of Termination an amount equal to Date, the product of following amounts:
(1) and (2)A. if not theretofore paid, where (1) is three and (2) is the sum of Executive's Annual Base Salary through the Date of Termination, and any accrued and unpaid vacation days, at the average of the last three annual incentive bonuses actually paid to Executive by GKIS for any calendar year before rate in effect on the Date of Termination or, if higher, at the highest rate in effect at any time preceding the Termination Date; and
(B. the "Average Annual Bonus")Executive's pro rata portion of any Bonus (as defined below) payable to him/her for the fiscal year in which such termination occurs; and
(ii) Upon Executive's Date the Corporation shall pay to the Executive an amount equal to two times the Base Salary of the executive in effect at the time Notice of Termination was given or, if higher, at the highest rate in effect at any time within the 90-day period preceding the Effective Date, plus an amount equal to two times any Bonus payable to him/her, such amount being payable to the Executive in 24 equal installments, beginning on the first day of the month following such Termination, Executive shall be 100% vested in the amounts credited to any Qualified Plan in which he is a participant.; and
(iii) Upon Executive's Date in respect of any then outstanding awards to the Executive under the Stock Plan for Employees of Tracor, Inc. and Subsidiaries (the "Plan") or any successor or supplement thereto, to the extent permitted by law (any contrary provisions of the plan or any then outstanding options, rights, or grants thereunder notwithstanding), effective upon the date of the Notice of Termination, Executive's awards under any stock-based plan under which the all stock options or rights of Executive has been granted stock or options to purchase such shall be accelerated as follows:
(A) Each option and each related stock appreciation right shall become immediately exercisable in full, and for 90 days thereafter; and all restrictions shall lapse or terminate with respect to restricted shares or units and the extent theretofore not exercisable;
(B) Restricted stock employee shall immediately vest free of restrictionsbe deemed vested therein; and
(Civ) The number of shares covered by each performance share award shall be issued to Executive; providedthe Corporation shall, however, that awards shall not, in any event, be so accelerated to a date less than one year after the date of grant or award date if prohibited promptly upon submission by the terms Executive of supporting documentation, pay or reimburse to the applicable Plan. Acceleration of awards shall comply with applicable regulatory requirements, Executive any costs and expenses (including without limitation, Section 422 of the Code moving and Rule 16b-3 promulgated relocation expenses) paid or incurred by the Securities and Exchange Commission pursuant to the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.
(iv) For one year after Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, GKIS shall continue to provide welfare benefits and fringe benefits and other perquisites to Executive and/or Executive's family at least equal to those which would have been provided to them payable under Section 4.(d) if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of GKIS and its affiliated companies applicable generally to other peer executives and their families immediately preceding the Date of Terminationterminated; provided, however that if 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 provoked under such other plan during such applicable period of eligibility. 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 one year after the Date of Termination and to have retired on the last day of such period.and
(v) The sum the Executive shall be eligible to continue as a participant in the Company's medical benefit plan for 24 months thereafter, under the same terms and conditions as existed prior to such Termination. If such termination should occur prior to December 1 of any year, the amount of bonus payable pursuant to the provisions of subsections (Ad)(i)B. and (d)(ii) shall be calculated based upon the average bonus actually earned by the executive during the two calendar years immediately preceding the year of Executive's Termination or, if such termination should occur thereafter, such bonus shall be based upon the average bonus actually earned by the Executive for the year in which such Termination occurs, and the bonus earned in the immediately preceding year ("Bonus"). Any provisions in such Sections to the contrary notwithstanding, the monthly payments provided for in Section 6.(d)(ii) and the Executive's Annual Base Salary through participation in the Date of Termination to the extent due Company's medical benefit plan provided for services rendered but not theretofore paid, (Bin Section 6.(d)(v) with respect to any Performance Period under the GK Intelligent Systems, Inc. Long-Term Incentive Plan which has not been completed as shall cease on January 1 of the Date of Terminationyear following the year in which the Executive attains age 65, an amount equal to (1) multiplied by (2), where (1) is 150% of the Value (as defined in such plan) of the Participant's accrued benefits or on the Participant's Date date of Terminationhis/her death, and (2) is a fraction, the numerator of which is the number of full months between the beginning of such Performance Period and the Participant's Date of Termination and the denominator of which is the total number of months in the Performance Period, and (C) any compensation previously deferred by the Executive (together with any accrued earnings or interest thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the amount referred to in clauses (A), (B) andwhichever first occurs.
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Good Reason; Other Than for Cause or Disability. If GKIS shall terminate Mattel terminates the Executive's employment other than for Cause or Disability during or the Employment Period or Executive shall terminate terminates his employment for Good Reason pursuant to (in each case, other than within 18 months following a Notice Change of Termination delivered during the Employment Period, GKIS agrees to make the payments and provide the benefits described below.Control as provided in Section 5(e)):
(i) GKIS Mattel shall pay to the Executive in a lump sum in cash within 10 30 days after the Date of Termination an amount the aggregate of the following amounts:
(A) if not theretofore paid, the Executive's Base Salary through the Date of Termination at the rate in effect at the time of Notice of Termination was given;
(B) a current year MIP bonus equal to the product of (1) and (2), where (1) is three and (2) is the sum of Executive's Annual Base Salary and the average of the last greatest two out of the three most recent annual incentive MIP bonuses actually paid to received by the Executive by GKIS for any calendar year before the Date of Termination (which two greatest MIP bonuses need not represent consecutive years) (the "Average Annual Bonus")) and prorated to reflect the total number of full months the Executive is employed in the year in which termination occurs;
(C) an LTIP payment reflective of the Executive's participation in the three-year plan, so that at the time that final performance under the LTIP is determinable and individual payouts calculated, the Executive shall promptly receive an amount equivalent to what he would have received if he had remained employed through the date of such payouts, less any interim payments already made pursuant to the Executive's continuing eligibility for full participation in the LTIP; and
(D) three times the sum of (x) the Executive's annual Base Salary at the rate in effect at the time the Notice of Termination is given and (y) the Average Annual Bonus defined in Section 5(d)(i)(B), but without proration (and, in each such case, without regard to any contributions by Mattel for the Executive's benefit to the Mattel Personal Investment Plan ("PIP")).
(ii) Upon ExecutiveOptions granted to the Executive under Mattel's stock option plans (the "Stock Option Plans") which options have been granted for more than six months shall become immediately exercisable and the Executive shall have a period of 90 days following the Date of Termination (but in no event past the expiration of the term of the option grant) to exercise all options granted under the Stock Option Plans then exercisable or which become exercisable pursuant to this clause (ii). In the event the Executive is age 52 or older on the Date of Termination, he will be treated as a retiree under the Stock Option Plans, which will enable the Executive shall be 100% vested to vest in and exercise stock options theretofore granted thereunder, at the election of the Executive, (x) in the amounts credited manner described in the immediately preceding sentence, or (y) for a period of up to any Qualified Plan five years after the Date of Termination (but in which he is a participantno event past the expiration of the term of the option grant).
(iii) Upon Executive's Date of TerminationMattel shall, Executive's awards under any stock-based plan under which promptly upon submission by the Executive has been granted stock of supporting documentation, pay or options to purchase such shall be accelerated as follows:
(A) Each option and each related stock appreciation right shall become immediately exercisable reimburse to the extent theretofore not exercisable;
(B) Restricted stock shall immediately vest free of restrictions; and
(C) The number of shares covered by each performance share award shall be issued to Executive; provided, however, that awards shall not, in Executive any event, be so accelerated to a date less than one year after the date of grant costs and expenses paid or award date if prohibited incurred by the terms of the applicable Plan. Acceleration of awards shall comply with applicable regulatory requirements, including without limitation, Executive which would have been payable under Section 422 of the Code and Rule 16b-3 promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Commission pursuant to the Securities Exchange Act of 19343(e) if his employment had not terminated.
(iv) For one year after Executive's Until the earlier of (x) the third anniversary of the Date of TerminationTermination or (y) the date the Executive accepts other employment, or such longer period as may be provided by Mattel shall provide to the terms of the appropriate planExecutive at Mattel's expense:
(I) medical, programdental, practice or policy, GKIS shall continue to provide welfare benefits prescription drug and fringe benefits and other perquisites to Executive and/or Executive's family at least equal to those which would have been provided to them if Executive's employment had not been terminated vision care group insurance in accordance with the most favorable plans, practices, programs or policies coverage in effect immediately prior to the Date of GKIS Termination (the last 18 months of the Executive's coverage under such insurance shall be deemed to be participation under an election to continue such benefits under the Consolidated Omnibus Budget Reconciliation Act at Mattel's expense); (II) outplacement services at the expense of Mattel commensurate with those provided to terminated executives of comparable level and its affiliated companies applicable generally made available through and at the facilities of a reputable and experienced vendor; and (III) continuation of country-club membership "signatory/representative" status as in effect immediately prior to other peer executives and their families immediately preceding the Date of Termination; provided, however provided that if Executive becomes reemployed with another employer and is eligible within one year after Mattel ceases to receive medical or other welfare benefits under another employer-provided planprovide such benefit, the medical Executive shall (a) convert the country-club membership from "signatory/representative" status under the membership provided and other welfare benefits described herein paid for by Mattel to sole and personal ownership status by paying to Mattel the fair market value of that membership as of the date Mattel ceases to provide such benefit, less any transfer/reconveyance fees that may be required by and paid directly to the country club by the Executive, or (b) comply with club rules in consummating a fair, reasonable and expeditious sale of the membership and any proceeds derived therefrom which are payable to the Executive shall belong to and must be promptly delivered to Mattel; provided further that no such conversion or sale shall be secondary required and Mattel shall cause the membership to those provoked under such other plan during such be transferred to the Executive at no cost to the Executive (but subject to tax reporting as imputed income applicable period of eligibilityto the year in which the membership is transferred), if the Executive has had the membership for at least three years. 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 one three-year period after the Date of Termination Termination, the Executive shall remain eligible for use of personal financial and legal counseling services through the vendor engaged and paid for by Mattel. The Executive may continue to have retired on use the last day of such period.
(v) The sum of (A) car leased by Mattel that is in the Executive's Annual Base Salary through possession on the Date of Termination to until the extent due for services rendered but not theretofore paid, earlier of (Bx) with respect to any Performance Period under the GK Intelligent Systems, Inc. Long-Term Incentive Plan which has not been completed as end of the lease term or (y) the third anniversary of the Date of Termination, an amount equal to at which time the Executive may purchase the car for $1.00 (1) multiplied by (2), where (1) is 150% if at the end of the Value lease term) or Mattel's book value (as defined in such plan) if on the third anniversary of the Participant's accrued benefits on Date of Termination). As of the Participant's Date of Termination, all expenses related to such leased car, including but not limited to repairs, maintenance, gasoline, and car phone and associated expenses, shall be the sole responsibility of the Executive.
(2v) Credit shall be given for three years of service (in addition to actual service) and for three years of attained age to be added to the Executive's actual age for purposes of computing any service and age-related benefits for which the Executive is eligible under the plans and programs of Mattel, including but not limited to the 1994 Supplemental Executive Retirement Plan (including any successor plan thereto in which the Executive is a fractionparticipant, the numerator of which is "SERP"), the number of full months between Mattel Deferred Compensation Plan, the beginning of such Performance Period PIP, the Mattel Retiree Medical Plan, and the ParticipantStock Option Plans. Further, with regard to computing the Executive's benefit under the SERP, the formula described in Section 5(d)(i)(B) shall be utilized in calculating the maximum benefit, namely: the formula shall be 25% of the average of the final two years of annual Base Salary (including the calendar year in which the Date of Termination and occurs), plus the denominator average of which is the total number greatest two out of months in the Performance Period, and (C) any compensation previously deferred three most recent annual MIP bonuses received by the Executive (together with any accrued earnings or interest thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the amount referred to in clauses (A), (B) andExecutive.
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