Good Reason; Other Than for Cause. If, during the three (3) year period following a Change in Control, (X) the Company terminates the Employee’s employment other than for Cause, death, or Disability or (Y) the Employee resigns for Good Reason: (1) the Company shall pay to the Employee (or the Employee’s estate or beneficiary, in the event of the Employee’s death after the Date of Termination), at the time specified herein (except as otherwise provided by Section 13(d)), the following amounts: (A) a lump sum payment equal to the sum of (i) ____ times the Base Pay of the Employee plus (ii) ____ times the target annual Incentive Pay of the Employee, in lieu of any further payments to the Employee for periods subsequent to the Date of Termination (collectively, the “Severance Payment”), payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied; (B) commencing on the Date of Termination and continuing until the earlier of (i) the expiration of the ___ year anniversary of the Date of Termination, (ii) the Employee’s death, or (iii) the Employee’s attainment of age 65 (such time period, the “Benefits Period”), the Company shall continue to provide the Employee (and the Employee’s eligible dependents and beneficiaries) with medical, dental, vision, and prescription drug benefits (collectively “health benefits”) and life insurance benefits substantially similar to those which the Employee was receiving or entitled to receive immediately prior to the Date of Termination (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or its Subsidiaries solely in order to comply with applicable law or due to the fact that the Employee is no longer an officer or employee of the Company and its Subsidiaries, then the Company shall itself pay or provide for the payment to the Employee (and the Employee’s eligible dependents and beneficiaries) such health benefits and life insurance benefits). The Employee shall pay the cost, on an after-tax basis, for the continued health benefits coverage, on or about January 31 of the year following the year in which the Date of Termination occurs and continuing on or about each January 31 until January 31 of the year following the last year of the Benefits Period, and concurrently therewith (and no later than March 15 following each such January 31) the Company will make a lump sum payment to the Employee such that, after payment of all taxes incurred by the Employee as a result of the Employee’s receipt of the continued health benefits coverage and payment by the Company, the Employee retains an amount equal to the amount the Employee paid during the immediately preceding calendar year for the health benefits coverage described in this Section 6(a)(1)(B). Without otherwise limiting the purposes or effect of Section 7 hereof, benefits provided or payable to the Employee pursuant to this Section 6(a)(1)(B) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Employee from another employer during the Benefits Period; and (C) a lump sum payment in an amount equal to the additional benefits that the Employee would have accrued under each qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plan maintained by the Company for the Employee’s benefit had the Employee continued his or her employment with the Company for one additional year following his or her Date of Termination, provided that the Employee was fully vested under such plans immediately prior to his or her Date of Termination, payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied. Without limiting the rights of the Employee at law or in equity, if the Company fails to make any payment required to be made under Sections 4 and 6 of this Agreement on a timely basis, the Company shall pay interest on the amount thereof to the Employee until the date such payment is made at an annualized rate of interest equal to twelve percent (12%).
Appears in 1 contract
Samples: Employment Agreement (Diebold Inc)
Good Reason; Other Than for Cause. If, If during the three Employment Period (3) year period following a Change in Control, (X1) the Company terminates shall terminate the Employee’s employment other than for Cause, deathdeath or Disability, or Disability or (Y2) the Employee resigns shall terminate the Employee’s employment for Good Reason:
(1i) the The Company shall pay to the Employee (or the Employee’s estate or beneficiary, in the event of the Employee’s death a lump sum in cash within 30 days after the Date of Termination), at Termination the time specified herein (except as otherwise provided by Section 13(d)), aggregate of the following amounts:
A. the Accrued Amounts; and
B. an amount equal to:
(A1) in the event such termination occurs at any time other than a lump sum payment equal to Change of Control Period, the sum of (i) ____ times the Base Pay of the Employee plus (ii) ____ times the target annual Incentive Pay of the Employee, in lieu of any further payments to the Employee for periods subsequent to the Date of Termination (collectively, the “Severance Payment”), payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied;
(B) commencing on ’s Annual Base Salary at the Date of Termination and continuing until (ii) the earlier Target Bonus; or
(2) in the event such termination occurs during or at the end of a Change of Control Period, the product of (x) two and (y) the sum of (i) the Employee’s Annual Base Salary and (ii) the Highest Annual Bonus.
(ii) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or which the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement (other than, in the event the Employee’s termination occurs outside of a Change of Control Period, any severance plan, program, policy or practice or contract or agreement) of the Company and its Affiliated Group (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination.
(iii) Until the earlier to occur of (A) the expiration of the ___ year anniversary of eighteen months after the Date of Termination, (iiB) the date on which the Employee attains the age of 65, (C) the date the Employee first becomes eligible to receive health benefits under another employer-provided plan, from and after the Employee’s deathDate of Termination, or (iiiD) the death of the Employee, the Company shall, via proper COBRA election by Employee, continue medical and dental benefits to the Employee (and, if applicable, to the spouse and dependents of the Employee who received such benefits under the Employee’s attainment of age 65 (such time period, the “Benefits Period”), the Company shall continue to provide the Employee (and the Employee’s eligible dependents and beneficiaries) with medical, dental, vision, and prescription drug benefits (collectively “health benefits”) and life insurance benefits substantially similar to those which the Employee was receiving or entitled to receive coverage immediately prior to the Date of Termination (and if and Termination) at least equal to the extent those that such benefits shall not or cannot be paid or would have been provided under any policy, plan, program or arrangement of the Company or its Subsidiaries solely in order to comply with applicable law or due to the fact that the Employee is no longer an officer or employee of the Company and its Subsidiaries, then the Company shall itself pay or provide for the payment to the Employee (and to any such dependent) in accordance with the Employee’s eligible dependents plans, programs, practices and beneficiaries) such health benefits and life insurance benefits). The Employee shall pay the cost, on an after-tax basis, for the continued health benefits coverage, on or about January 31 policies of the year following Company had the year in which Employee remained actively employed, provided that Employee makes all required COBRA payments to the Date of Termination occurs and continuing on or about each January 31 until January 31 of the year following the last year of the Benefits PeriodCompany, and concurrently therewith (and no later than March 15 following the Company shall immediately reimburse Employee for each such January 31COBRA payment.
(iv) the Company will make As a lump sum payment condition to the Employee such that, after payment of all taxes incurred by the Employee as a result of the Employee’s receipt of payments and benefits described under Sections 1(a)(i), 1(a)(ii) and 1(a)(iii) in the continued health benefits coverage event the Employee’s termination occurs outside of a Change of Control Period, the Employee must execute and payment by deliver to the Company a full release of all claims that the Employee may have (and such release must become irrevocable) against the Company, its Affiliated Group, and all of their officers, employees, directors, and agents, in a form mutually and reasonably agreeable to the Parties hereunder; provided, however, that the Employee retains an amount equal to shall retain the amount Employee’s indemnification and related rights as a former officer and director under the Employee paid during the immediately preceding calendar year for the health benefits coverage described in this Section 6(a)(1)(B). Without otherwise limiting the purposes or effect Certificate of Section 7 hereof, benefits provided or payable to the Employee pursuant to this Section 6(a)(1)(B) by reason of any “welfare benefit plan” Incorporation and Bylaws of the Company (as the term “welfare benefit plan” is defined in Section 3(1) and any rights of the Employee Retirement Income Security Act of 1974, as amendedunder the Directors and Officers Insurance Policy(ies) shall be reduced to the extent comparable welfare benefits are actually received by the Employee from another employer during the Benefits Period; and
(C) a lump sum payment in an amount equal to the additional benefits that the Employee would have accrued under each qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plan maintained by the Company for the Employee’s benefit had the Employee continued his or her employment with the Company for one additional year following his or her Date of Termination, provided that the Employee was fully vested under such plans immediately prior from time to his or her Date of Termination, payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied. Without limiting the rights of the Employee at law or in equity, if the Company fails to make any payment required to be made under Sections 4 and 6 of this Agreement on a timely basis, the Company shall pay interest on the amount thereof to the Employee until the date such payment is made at an annualized rate of interest equal to twelve percent (12%)time.
Appears in 1 contract
Good Reason; Other Than for Cause. If, during the three (3) year period following If a Change in Control, (X) Control Event occurs during the Company term of this Agreement and the Employer terminates the Employee’s 's employment other than for Cause, death, Cause or Disability or (Y) the Employee resigns terminates employment for Good ReasonReason during the Change in Control Period:
(1i) the Company Employer shall pay to the Employee the following amounts:
A. the sum of (or 1) the Employee’s estate 's Annual Base Salary (as defined in SECTION 6) through the Date of Termination to the extent not theretofore paid and (2) any compensation previously deferred by the Employee (together with any accrued interest or beneficiaryearnings thereon) and any accrued vacation pay, in each case, to the event extent not theretofore paid, in a lump sum in cash no later than 10 days following the date of termination; and
B. the amount equal to two (2) times the Employee’s death 's Annual Base Salary, which amount shall be payable in full in a lump sum in cash no later than 10 days following the date of termination.
(ii) for two (2) years after the Date of Termination), at the time specified herein (except or such longer period as otherwise may be provided by Section 13(d))the terms of the appropriate plan, program, practice or policy, the following amounts:
(A) a lump sum payment equal to the sum of (i) ____ times the Base Pay of the Employee plus (ii) ____ times the target annual Incentive Pay of the Employee, in lieu of any further payments Employer shall continue benefits to the Employee for periods subsequent and/or the Employee's family at least equal to the Date of Termination (collectively, the “Severance Payment”), payable within six (6) business days following the Date of Termination, provided all conditions to payment those which would have been satisfied;
provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Employer and its affiliated companies (B) commencing on the Date of Termination and continuing until the earlier of (i) the expiration of the ___ year anniversary of the Date of Terminationincluding, (ii) the Employee’s deathwithout limitation, or (iii) the Employee’s attainment of age 65 (such time periodmedical, the “Benefits Period”), the Company shall continue to provide the Employee (and the Employee’s eligible dependents and beneficiaries) with medicalprescription, dental, visiondisability, employee life, group life, accidental death and prescription drug benefits (collectively “health benefits”travel accident insurance plans and programs) and life insurance benefits substantially similar to those which the Employee was receiving or entitled to receive immediately prior to the Date of Termination (and if and to the extent applicable generally to other executive-level employees of the Employer and its affiliated companies, as if the Employee's employment had not been terminated; provided, however, that such if the Employee 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 not or cannot be paid or secondary to those provided under any policy, plan, program or arrangement such other plan during such applicable period of the Company or its Subsidiaries solely in order to comply with applicable law or due to the fact that the Employee is no longer an officer or employee of the Company and its Subsidiaries, then the Company shall itself pay or provide for the payment to the Employee (and the Employee’s eligible dependents and beneficiaries) such health benefits and life insurance benefits). The Employee shall pay the cost, on an after-tax basis, for the continued health benefits coverage, on or about January 31 of the year following the year in which the Date of Termination occurs and continuing on or about each January 31 until January 31 of the year following the last year of the Benefits Period, and concurrently therewith (and no later than March 15 following each such January 31) the Company will make a lump sum payment to the Employee such that, after payment of all taxes incurred by the Employee as a result of the Employee’s receipt of the continued health benefits coverage and payment by the Company, the Employee retains an amount equal to the amount the Employee paid during the immediately preceding calendar year for the health benefits coverage described in this Section 6(a)(1)(B). Without otherwise limiting the purposes or effect of Section 7 hereof, benefits provided or payable to the Employee pursuant to this Section 6(a)(1)(B) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Employee from another employer during the Benefits Period; and
(C) a lump sum payment in an amount equal to the additional benefits that the Employee would have accrued under each qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plan maintained by the Company for the Employee’s benefit had the Employee continued his or her employment with the Company for one additional year following his or her Date of Termination, provided that the Employee was fully vested under such plans immediately prior to his or her Date of Termination, payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied. Without limiting the rights of the Employee at law or in equity, if the Company fails to make any payment required to be made under Sections 4 and 6 of this Agreement on a timely basis, the Company shall pay interest on the amount thereof to the Employee until the date such payment is made at an annualized rate of interest equal to twelve percent (12%)eligibility.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Guilford Pharmaceuticals Inc)
Good Reason; Other Than for Cause. If, during the three (3) year period following a Change in ControlEmployment Period, (X) the Company terminates shall terminate the EmployeeExecutive’s employment other than for Cause, death, Cause or Disability or (Y) the Employee resigns Executive shall terminate employment for Good Reason:
(1i) the Company shall pay to the Employee (or the Employee’s estate or beneficiary, Executive in the event of the Employee’s death a lump sum in cash within 30 days after the Date of Termination), at Termination the time specified herein (except as otherwise provided by Section 13(d)), aggregate of the following amounts:
(A) a lump sum payment equal to A. the sum of (i1) ____ times the Executive’s Annual Base Pay of the Employee plus (ii) ____ times the target annual Incentive Pay of the Employee, in lieu of any further payments to the Employee for periods subsequent to Salary through the Date of Termination to the extent not theretofore paid, (collectively, the “Severance Payment”), payable within six (62) business days following the Date of Termination, provided all conditions any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to payment have been satisfied;
(B) commencing on the Date of Termination and continuing until the earlier of (i) the expiration of the ___ year anniversary of the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and
B. the amount equal to the product of (1) one and one-half (1.5), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and
(ii) for eighteen (18) months after the EmployeeExecutive’s deathDate of Termination, or (iii) such longer period as may be provided by the Employee’s attainment terms of age 65 (such time periodthe appropriate plan, the “Benefits Period”)program, practice or policy, the Company shall continue benefits to provide the Employee (and Executive and/or the EmployeeExecutive’s eligible dependents and beneficiaries) with medical, dental, vision, and prescription drug benefits (collectively “health benefits”) and life insurance benefits substantially similar family at least equal to those which would have been provided to them in accordance with the Employee was receiving or entitled to receive immediately prior plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Date of Termination (and if and Executive, as in effect generally at any time thereafter with respect to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or its Subsidiaries solely in order to comply with applicable law or due to the fact that the Employee is no longer an officer or employee other peer executives of the Company and its Subsidiariesaffiliated companies and their families, then provided, however, that if the Company 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 itself pay or provide for be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the payment to the Employee (and the Employee’s eligible dependents and beneficiariestime of commencement of benefits) such health benefits and life insurance benefits). The Employee shall pay the cost, on an after-tax basis, for the continued health benefits coverage, on or about January 31 of the year following Executive for retiree benefits pursuant to such plans, practices, programs and policies, the year in which Executive shall be considered to have remained employed until eighteen (18) months after the Date of Termination occurs and continuing to have retired on or about each January 31 until January 31 of the year following the last year day of the Benefits Period, and concurrently therewith such period;
(and no later than March 15 following each such January 31iii) the Company will make a lump sum payment to shall, at its sole expense as incurred, provide the Employee such that, after payment of all taxes incurred by the Employee as a result of the Employee’s receipt of the continued health benefits coverage and payment by Executive with outplacement services in accordance with the Company, the Employee retains an amount equal ’s policies with regard to the amount the Employee paid during the immediately preceding calendar year for the health benefits coverage described outplacement then in this Section 6(a)(1)(B). Without otherwise limiting the purposes or effect of Section 7 hereof, benefits provided or payable to the Employee pursuant to this Section 6(a)(1)(B) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Employee from another employer during the Benefits Periodeffect; and
(Civ) a lump sum payment in an amount equal to the additional benefits that the Employee would have accrued under each qualified extent not theretofore paid or nonqualified pension, profit sharing, deferred compensation or supplemental plan maintained by the Company for the Employee’s benefit had the Employee continued his or her employment with the Company for one additional year following his or her Date of Termination, provided that the Employee was fully vested under such plans immediately prior to his or her Date of Termination, payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied. Without limiting the rights of the Employee at law or in equity, if the Company fails to make any payment required to be made under Sections 4 and 6 of this Agreement on a timely basisprovided, the Company shall timely pay interest on the amount thereof or provide to the Employee until Executive any other amounts or benefits required to be paid or provided or which the date Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such payment is made at an annualized rate of interest equal other amounts and benefits shall be hereinafter referred to twelve percent (12%as the “Other Benefits”).
Appears in 1 contract
Good Reason; Other Than for Cause. If, during the three (3) year period following a Change in ControlEmployment Period, (X) the Company terminates shall terminate the Employee’s Executive's employment other than for Cause, deathincluding by reason of the Executive's death or Disability, or Disability or (Y) the Employee resigns Executive shall terminate employment for Good Reason:
(1i) the Company shall pay to the Employee (or the Employee’s estate or beneficiary, Executive in the event of the Employee’s death a lump sum in cash within 30 days after the Date of Termination), at Termination the time specified herein (except as otherwise provided by Section 13(d)), aggregate of the following amountsamounts set forth in clauses A and B below:
(A) a lump sum payment equal to A. the sum of (i1) ____ times the Executive's Annual Base Pay of the Employee plus (ii) ____ times the target annual Incentive Pay of the Employee, in lieu of any further payments to the Employee for periods subsequent to Salary through the Date of Termination to the extent not theretofore paid, (collectively2) the product of (x) the Minimum Bonus and (y) a fraction (the "Proration Fraction"), the “Severance Payment”), payable within six (6) business numerator of which is the number of days following in the current calendar year through the Date of Termination, provided all conditions and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) to payment have been satisfied;the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and
B. the amount equal to the product of (B1) commencing on the number of years (including fractions thereof) remaining from the Date of Termination until December 31, 2003 and continuing until the earlier of (i2) the expiration of sum of(x) the ___ year anniversary of Executive's Annual Base Salary and (y) the Date of Termination, Minimum Bonus; and
(ii) all stock awards or stock equivalents held by the Employee’s death, or Executive shall be immediately vested and payable; and
(iii) to the Employee’s attainment of age 65 (such time period, the “Benefits Period”)extent not theretofore paid or provided, the Company shall continue timely pay or provide to provide the Employee (and the Employee’s eligible dependents and beneficiaries) with medical, dental, vision, and prescription drug Executive any other amounts or benefits (collectively “health benefits”) and life insurance benefits substantially similar required to those be paid or provided or which the Employee was receiving or Executive is entitled to receive immediately prior to under any plan, program, policy or practice or contract or agreement of the Date of Termination (Company and if and its affiliated companies, excluding any severance plan, policy or agreement except to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program policy or arrangement agreement provides, in accordance with its terms, benefits with a value in excess of the Company or its Subsidiaries solely in order to comply with applicable law or due to the fact that the Employee is no longer an officer or employee of the Company and its Subsidiaries, then the Company shall itself pay or provide for the payment to the Employee (and the Employee’s eligible dependents and beneficiaries) such health benefits and life insurance benefits). The Employee shall pay the cost, on an after-tax basis, for the continued health benefits coverage, on or about January 31 of the year following the year in which the Date of Termination occurs and continuing on or about each January 31 until January 31 of the year following the last year of the Benefits Period, and concurrently therewith (and no later than March 15 following each such January 31) the Company will make a lump sum payment to the Employee such that, after payment of all taxes incurred by the Employee as a result of the Employee’s receipt of the continued health benefits coverage and payment by the Company, the Employee retains an amount equal to the amount the Employee paid during the immediately preceding calendar year for the health benefits coverage described in this Section 6(a)(1)(B). Without otherwise limiting the purposes or effect of Section 7 hereof, benefits provided or payable to the Employee pursuant to Executive under this Section 6(a)(1)(B) by reason of any “welfare benefit plan” of the Company 4 (such other amounts and benefits shall be hereinafter referred to as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Employee from another employer during the Benefits Period; and
(C) a lump sum payment in an amount equal to the additional benefits that the Employee would have accrued under each qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plan maintained by the Company for the Employee’s benefit had the Employee continued his or her employment with the Company for one additional year following his or her Date of Termination, provided that the Employee was fully vested under such plans immediately prior to his or her Date of Termination, payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied. Without limiting the rights of the Employee at law or in equity, if the Company fails to make any payment required to be made under Sections 4 and 6 of this Agreement on a timely basis, the Company shall pay interest on the amount thereof to the Employee until the date such payment is made at an annualized rate of interest equal to twelve percent (12%"Other Benefits").
Appears in 1 contract
Good Reason; Other Than for Cause. If, If a Change of Control Event occurs during the three term of this Agreement and if: (3i) year period following a the Employee terminates employment for Good Reason during the Change in Controlof Control Period, (Xii) the Company terminates the Employee’s employment other than for Cause, death, or Disability Cause during the Change of Control Period or (Yiii) the Employee resigns Company terminates the Employee’s employment other than for Good ReasonCause in anticipation of the Change of Control, as determined in good faith by the Compensation Committee:
(1i) the Company shall pay to the Employee the following amounts:
A. the “Accrued Obligations” in a lump sum in cash within 30 days of the Date of Termination or at such earlier time as required by applicable statute or regulation; and
B. the amount equal to the product of (or 1) [X]** and (2) the Employee’s estate or beneficiary, in the event sum of the Employee’s death Annual Base Salary and the Annual Bonus, in a lump sum in cash within 30 days of the Date of Termination; and
(ii) for the number of years identified in subsection 2(a)(i)(B) above after the Date of Termination), at the time specified herein (except or such longer period as otherwise may be provided by Section 13(d)), the following amounts:
(A) a lump sum payment equal to the sum of (i) ____ times the Base Pay terms of the Employee plus (ii) ____ times the target annual Incentive Pay of the Employeeappropriate plan, in lieu of any further payments to the Employee for periods subsequent to the Date of Termination (collectivelyprogram, the “Severance Payment”), payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied;
(B) commencing on the Date of Termination and continuing until the earlier of (i) the expiration of the ___ year anniversary of the Date of Termination, (ii) the Employee’s death, practice or (iii) the Employee’s attainment of age 65 (such time period, the “Benefits Period”)policy, the Company shall continue benefits, or use its best efforts to provide obtain such coverage at commercially reasonable rates, to the Employee (and and/or the Employee’s eligible dependents family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies and beneficiaries) with programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, visiondisability, employee life, group life, accidental death and prescription drug benefits (collectively “health benefits”travel accident insurance plans and programs) and life insurance benefits substantially similar to those which the Employee was receiving or entitled to receive immediately prior to the Date of Termination (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or its Subsidiaries solely in order applicable generally to comply with applicable law or due to the fact that the Employee is no longer an officer or employee other peer employees of the Company and its Subsidiariesaffiliated companies and at the same cost applicable to such employees, then as if the Employee’s employment had not been terminated; provided, however, that if the Employee becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. If the Company shall itself pay is unable to obtain or provide for the payment to Employee all or any portion of the welfare benefits required by this subsection, the Company shall the reimburse the Employee (for ** 3.0 in the agreements between the Company and each of Xxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxxx; 2.0 in the Employee’s eligible dependents agreement between the Company and beneficiaries) such health benefits Xxxxxxxxxxx X. Xxxxx; and life insurance benefits). The Employee shall pay 1.5 in the cost, on an after-tax basis, for agreements between the continued health benefits coverage, on or about January 31 Company and each of the year following the year in which the Date of Termination occurs and continuing on or about each January 31 until January 31 employees not otherwise mentioned above. 125% of the year following the last year of the Benefits Period, and concurrently therewith Company’s cost for such benefit or benefits with regard to a similarly situated active employee.
(and no later than March 15 following each such January 31iii) the Company will make a lump sum payment to shall, at its sole expense as incurred, provide the Employee such that, after payment with outplacement services the scope and provider of all taxes incurred which shall be at the highest level provided by the Employee as a result of the Employee’s receipt of the continued health benefits coverage and payment by the Company, the Employee retains an amount equal Company to the amount the Employee paid during the immediately preceding calendar year for the health benefits coverage described in this Section 6(a)(1)(B). Without otherwise limiting the purposes or effect of Section 7 hereof, benefits provided or payable to the Employee pursuant to this Section 6(a)(1)(B) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Employee from another employer during the Benefits Periodits peer employees; and
(Civ) a lump sum payment in an amount equal to the additional benefits that the Employee would have accrued under each qualified extent not theretofore paid or nonqualified pension, profit sharing, deferred compensation or supplemental plan maintained by the Company for the Employee’s benefit had the Employee continued his or her employment with the Company for one additional year following his or her Date of Termination, provided that the Employee was fully vested under such plans immediately prior to his or her Date of Termination, payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied. Without limiting the rights of the Employee at law or in equity, if the Company fails to make any payment required to be made under Sections 4 and 6 of this Agreement on a timely basisprovided, the Company shall timely pay interest on the amount thereof or provide to the Employee until the date such payment is made at an annualized rate of interest equal to twelve percent (12%)all Other Benefits.
Appears in 1 contract
Good Reason; Other Than for Cause. If, during the three (3) year period following a Change in ControlRetention Period, (X) the Company terminates shall terminate the Employee’s Executive's employment other than for Cause, death, Cause or Disability or (Y) the Employee resigns Executive shall terminate employment for Good Reason:
(1i) the Company shall pay to the Employee (or Executive in cash the Employee’s estate or beneficiary, in the event aggregate of the Employee’s death following amounts:
A. in a lump sum within 10 days after the Date of Termination), at the time specified herein (except as otherwise provided by Section 13(d)), the following amounts:
(A) a lump sum payment equal to the sum of (i) ____ times the Executive's Annual Base Pay of the Employee plus (ii) ____ times the target annual Incentive Pay of the Employee, in lieu of any further payments to the Employee for periods subsequent to Salary through the Date of Termination to the extent not theretofore paid; and
B. three million US Dollars (collectively, the “Severance Payment”$3,000,000), payable within six (6) business days following in a lump sum less any amounts owed by the Date Executive to the Company by reason of Terminationpurchases, provided all conditions advances, loans to, or in recompense for damages to payment have been satisfied;or loss of the Company's property; provided, however, that this provision shall be applied so as not to conflict with any applicable legislation, which deduction the Executive hereby authorizes the Company to make from such lump sum payment. The Company shall pay the remainder to the Executive, if any, in a lump sum; and
(Bii) commencing on the Date of Termination Options and continuing until the Restricted Stock granted to the Executive shall vest at the earlier of (i) the expiration of vesting dates specified in the ___ year applicable award agreements or, subject to compliance with Section 9, the second anniversary of the Date of Termination, and, in the case of stock options shall remain exercisable for at least three (ii3) the Employee’s deathmonths after they vest, or subject to compliance with Section 9; and
(iii) subject to compliance with Section 9, continued benefit coverage which permits the Employee’s attainment Executive to continue to receive, for two (2) years from the Date of age 65 Termination, at the Company's expense, life insurance and medical, dental and disability benefits at least comparable to those provided by the Company on the Date of Termination provided that such benefits shall cease if the Executive obtains other employment with comparable benefits.
(such time period, iv) to the “Benefits Period”)extent not theretofore paid or provided, the Company shall continue to timely pay or provide the Employee (and the Employee’s eligible dependents and beneficiaries) with medical, dental, vision, and prescription drug benefits (collectively “health benefits”) and life insurance benefits substantially similar to those which the Employee was receiving or entitled to receive immediately prior to the Date of Termination (and if and Executive any other amounts or benefits required to the extent that such benefits shall not or cannot be paid or provided or which the Executive is eligible to receive under any policy, plan, program program, policy or arrangement of the Company practice or its Subsidiaries solely in order to comply with applicable law contract or due to the fact that the Employee is no longer an officer or employee agreement of the Company and its Subsidiaries, then affiliates (the Company shall itself pay or provide for "Other Benefits") in accordance with the payment to the Employee (terms and the Employee’s eligible dependents and beneficiaries) such health benefits and life insurance benefits). The Employee shall pay the cost, on an after-tax basis, for the continued health benefits coverage, on or about January 31 normal procedures of the year following the year in which the Date of Termination occurs and continuing on or about each January 31 until January 31 of the year following the last year of the Benefits Period, and concurrently therewith (and no later than March 15 following each such January 31) the Company will make a lump sum payment to the Employee such thatplan, after payment of all taxes incurred by the Employee as a result of the Employee’s receipt of the continued health benefits coverage and payment by the Companyprogram, the Employee retains an amount equal to the amount the Employee paid during the immediately preceding calendar year for the health benefits coverage described in this Section 6(a)(1)(B). Without otherwise limiting the purposes policy or effect of Section 7 hereof, benefits provided or payable to the Employee pursuant to this Section 6(a)(1)(B) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Employee from another employer during the Benefits Periodpractice; and
(Cv) a lump sum payment in an amount equal to the additional benefits that the Employee would have accrued under each qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plan maintained by the Company for the Employee’s benefit had the Employee continued his or her employment with the Company for one additional year following his or her Date of Termination, provided that the Employee was fully vested under such plans immediately prior to his or her Date of Termination, payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied. Without limiting the rights of the Employee at law or in equity, if the Company fails to make any payment required to be made under Sections 4 and 6 of this Agreement on a timely basis, the Company shall pay interest on provide the amount thereof Executive with outplacement services, not to the Employee exceed a reasonable cost, until the date such payment is made at an annualized rate of interest equal to twelve percent (12%)Executive accepts new employment.
Appears in 1 contract
Samples: Executive Agreement (Cit Group Inc)
Good Reason; Other Than for Cause. If, during the three (3) year period following a Change in ControlEmployment Period, (X) the Company terminates shall terminate the Employee’s Executive's employment other than for Cause, deathdeath or Disability, or Disability or (Y) the Employee resigns Executive shall terminate his employment for Good Reason:
(1i) the Company shall pay to the Employee (or the Employee’s estate or beneficiaryExecutive in a lump sum in cash, in the event of the Employee’s death within 15 days after the Date of Termination), at the time specified herein (except as otherwise provided by Section 13(d)), the following amountsaggregate of the amounts set forth in clauses A and B below:
A. The sum of:
(A1) a lump sum payment equal to the sum of (i) ____ times the Executive's Annual Base Pay of the Employee plus (ii) ____ times the target annual Incentive Pay of the Employee, in lieu of any further payments to the Employee for periods subsequent to Salary through the Date of Termination Termination;
(collectively2) the product of (x) the "target" annual bonus under Section 3(b) (the "Target Bonus") and (y) a fraction, the “Severance Payment”), payable within six (6) business numerator of which is the number of days following in the current calendar year through the Date of Termination, provided all conditions to payment have been satisfied;and the denominator of which is 365; and
(B3) commencing on any accrued vacation pay; in each case to the Date extent not theretofore paid (the sum of Termination the amounts described in clauses (1), (2) and continuing until (3) shall be hereinafter referred to as the earlier "Accrued Obligations"); and
B. the amount equal to the product of (i1) two and (2) the expiration sum of (x) the ___ year anniversary of Executive's Annual Base Salary and (y) the Date of Termination, Target Bonus.
(ii) the Employee’s death, or Retention Award shall vest in accordance with Section 3(d)(iii);
(iii) any stock awards, stock options, other than the Employee’s attainment of age 65 (such time periodRetention Award, the “Benefits Period”), the Company shall continue to provide the Employee (and the Employee’s eligible dependents and beneficiaries) with medical, dental, vision, and prescription drug benefits (collectively “health benefits”) and life insurance benefits substantially similar to those which the Employee was receiving stock appreciation rights or entitled to receive other equity-based awards that were outstanding immediately prior to the Date of Termination (and if and "Prior Equity Awards") shall vest and/or become exercisable in accordance with the underlying plan for such Prior Equity Award;
(iv) for two years after the Executive's Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the extent that such benefits shall Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 3(e) of this Agreement if the Executive's employment had not or cannot be paid or provided under any policybeen terminated or, plan, program or arrangement of the Company or its Subsidiaries solely in order to comply with applicable law or due if more favorable to the fact that the Employee is no longer an officer or employee Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Subsidiariesaffiliated companies and their families, then provided however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or dental benefits under another employer provided plan, the medical and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; and thereafter the Company shall itself pay or provide for the payment make health and welfare benefits available to the Employee Executive at his cost as provided by the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) for an additional 5 years, or, if sooner, until the Executive becomes employed with another employer and the Employee’s is eligible dependents to receive health and beneficiarieswlfare benefits under another employer-provided plan.
(v) such health benefits and life insurance benefits). The Employee shall pay the cost, any compensation previously deferred (other than pursuant to a tax-qualified plan) by or on an after-tax basis, for the continued health benefits coverage, on or about January 31 behalf of the year following the year in which Executive (together with any accrued interest or earnings thereon), whether or not then vested, shall become vested on the Date of Termination occurs and continuing on or about each January 31 until January 31 shall be paid in accordance with the terms of the year following the last year of the Benefits Periodplan, and concurrently therewith policy or practice under which it was deferred;
(and no later than March 15 following each such January 31vi) the Company will make a lump sum payment shall, at its sole expense as incurred, provide the Executive with outplacement services suitable to the Employee such that, after payment of all taxes incurred by the Employee as Executive's position for a result of the Employee’s receipt of the continued health benefits coverage and payment by the Company, the Employee retains an amount equal period not to the amount the Employee paid during the immediately preceding calendar year for the health benefits coverage described in this Section 6(a)(1)(B). Without otherwise limiting the purposes or effect of Section 7 hereof, benefits provided or payable to the Employee pursuant to this Section 6(a)(1)(Bexceed two years with a nationally recognized outplacement firm; and,
(vii) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Employee from another employer during the Benefits Period; and
(C) a lump sum payment in an amount equal to the additional benefits that the Employee would have accrued under each qualified not theretofore paid or nonqualified pension, profit sharing, deferred compensation or supplemental plan maintained by the Company for the Employee’s benefit had the Employee continued his or her employment with the Company for one additional year following his or her Date of Termination, provided that the Employee was fully vested under such plans immediately prior to his or her Date of Termination, payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied. Without limiting the rights of the Employee at law or in equity, if the Company fails to make any payment required to be made under Sections 4 and 6 of this Agreement on a timely basisprovided, the Company shall pay interest on the amount thereof or provide to the Employee until Executive any other amounts or benefits required to be paid or provided or which the date Executive is entitled to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (other than medical or dental benefits if the Executive is eligible for such payment is made at an annualized rate of interest equal benefits to twelve percent be provided by a subsequent employer), including earned but unpaid stock and similar compensation but excluding any severance plan or policy (12%such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").
Appears in 1 contract
Samples: Employment Agreement (Public Service Enterprise Group Inc)
Good Reason; Other Than for Cause. If, If during the three Employment Period (3) year period following a Change in Control, (X1) the Company terminates shall terminate the Employee’s employment other than for Cause, deathdeath or Disability, or Disability or (Y2) the Employee resigns shall terminate the Employee’s employment for Good Reason:
(1i) the The Company shall pay to the Employee (or the Employee’s estate or beneficiary, in the event of the Employee’s death a lump sum in cash within 30 days after the Date of Termination), at the time specified herein (except as otherwise provided by Section 13(d)), aggregate of the following amounts:
A. the Accrued Amounts; and
B. an amount equal to:
(A1) in the event such termination occurs at any time other than a lump sum payment equal to Change of Control Period, the sum of (i) ____ times the Base Pay of the Employee plus (ii) ____ times the target annual Incentive Pay of the Employee, in lieu of any further payments to the Employee for periods subsequent to the Date of Termination (collectively, the “Severance Payment”), payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied;
(B) commencing on ’s Annual Base Salary at the Date of Termination and continuing until (ii) the earlier Target Bonus; or
(2) in the event such termination occurs during or at the end of a Change of Control Period, the product of (x) three and (y) the sum of (i) the Employee’s Annual Base Salary and (ii) the Highest Annual Bonus.
(ii) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any other amounts or benefits required to be paid or provided or which the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement (other than, in the event the Employee’s termination occurs outside of a Change of Control Period, any severance plan, program, policy or practice or contract or agreement) of the Company and its Affiliated Group (such amounts and benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination.
(iii) Until the earlier to occur of (A) the expiration of the ___ year anniversary of eighteen months after the Date of Termination, (iiB) the date on which the Employee attains the age of 65, (C) the date the Employee first becomes eligible to receive health benefits under another employer-provided plan, from and after the Employee’s deathDate of Termination, or (iiiD) the death of the Employee, the Company shall, via proper COBRA election by Employee, continue medical and dental benefits to the Employee (and, if applicable, to the spouse and dependents of the Employee who received such benefits under the Employee’s attainment of age 65 (such time period, the “Benefits Period”), the Company shall continue to provide the Employee (and the Employee’s eligible dependents and beneficiaries) with medical, dental, vision, and prescription drug benefits (collectively “health benefits”) and life insurance benefits substantially similar to those which the Employee was receiving or entitled to receive coverage immediately prior to the Date of Termination (and if and Termination) at least equal to the extent those that such benefits shall not or cannot be paid or would have been provided under any policy, plan, program or arrangement of the Company or its Subsidiaries solely in order to comply with applicable law or due to the fact that the Employee is no longer an officer or employee of the Company and its Subsidiaries, then the Company shall itself pay or provide for the payment to the Employee (and to any such dependent) in accordance with the Employee’s eligible dependents plans, programs, practices and beneficiaries) such health benefits and life insurance benefits). The Employee shall pay the cost, on an after-tax basis, for the continued health benefits coverage, on or about January 31 policies of the year following Company had the year in which Employee remained actively employed, provided that Employee makes all required COBRA payments to the Date of Termination occurs and continuing on or about each January 31 until January 31 of the year following the last year of the Benefits PeriodCompany, and concurrently therewith (and no later than March 15 following the Company shall immediately reimburse Employee for each such January 31COBRA payment.
(iv) the Company will make As a lump sum payment condition to the Employee such that, after payment of all taxes incurred by the Employee as a result of the Employee’s receipt of payments and benefits described under Sections 1(a)(i), 1(a)(ii) and 1(a)(iii) in the continued health benefits coverage event the Employee’s termination occurs outside of a Change of Control Period, the Employee must execute and payment by deliver to the Company a full release of all claims that the Employee may have (and such release must become irrevocable) against the Company, its Affiliated Group, and all of their officers, employees, directors, and agents, in a form mutually and reasonably agreeable to the Parties hereunder; provided, however, that the Employee retains an amount equal to shall retain the amount Employee’s indemnification and related rights as a former officer and director under the Employee paid during the immediately preceding calendar year for the health benefits coverage described in this Section 6(a)(1)(B). Without otherwise limiting the purposes or effect Certificate of Section 7 hereof, benefits provided or payable to the Employee pursuant to this Section 6(a)(1)(B) by reason of any “welfare benefit plan” Incorporation and Bylaws of the Company (as the term “welfare benefit plan” is defined in Section 3(1) and any rights of the Employee Retirement Income Security Act of 1974, as amendedunder the Directors and Officers Insurance Policy(ies) shall be reduced to the extent comparable welfare benefits are actually received by the Employee from another employer during the Benefits Period; and
(C) a lump sum payment in an amount equal to the additional benefits that the Employee would have accrued under each qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plan maintained by the Company for the Employee’s benefit had the Employee continued his or her employment with the Company for one additional year following his or her Date of Termination, provided that the Employee was fully vested under such plans immediately prior from time to his or her Date of Termination, payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied. Without limiting the rights of the Employee at law or in equity, if the Company fails to make any payment required to be made under Sections 4 and 6 of this Agreement on a timely basis, the Company shall pay interest on the amount thereof to the Employee until the date such payment is made at an annualized rate of interest equal to twelve percent (12%)time.
Appears in 1 contract
Good Reason; Other Than for Cause. If, during the three (3) year period following If a Change in Control, (X) Control Event occurs during the Company term of this Agreement and the Employer terminates the Employee’s 's employment other than for Cause, death, Cause or Disability or (Y) the Employee resigns terminates employment for Good ReasonReason during the Change in Control Period:
(1i) the Company Employer shall pay to the Employee the following amounts:
A. the sum of (or 1) the Employee’s estate 's Annual Base Salary (as defined in SECTION 6) through the Date of Termination to the extent not theretofore paid and (2) any compensation previously deferred by the Employee (together with any accrued interest or beneficiaryearnings thereon) and any accrued vacation pay, in each case, to the event extent not theretofore paid, in a lump sum in cash no later than 10 days following the date of termination; and
B. the amount equal to two (2) times the Employee’s death 's Annual Base Salary, which amount shall be payable in full in a lump sum in cash no later than 10 days following the date of termination.
(ii) for two (2) years after the Date of Termination), at the time specified herein (except or such longer period as otherwise may be provided by Section 13(d))the terms of the appropriate plan, program, practice or policy, the following amounts:
(A) a lump sum payment equal to the sum of (i) ____ times the Base Pay of the Employee plus (ii) ____ times the target annual Incentive Pay of the Employee, in lieu of any further payments Employer shall continue benefits to the Employee for periods subsequent and/or the Employee's family at least equal to the Date of Termination (collectively, the “Severance Payment”), payable within six (6) business days following the Date of Termination, provided all conditions to payment those which would have been satisfied;
provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Employer and its affiliated companies (B) commencing on the Date of Termination and continuing until the earlier of (i) the expiration of the ___ year anniversary of the Date of Terminationincluding, (ii) the Employee’s deathwithout limitation, or (iii) the Employee’s attainment of age 65 (such time periodmedical, the “Benefits Period”), the Company shall continue to provide the Employee (and the Employee’s eligible dependents and beneficiaries) with medicalprescription, dental, visiondisability, employee life, group life, accidental death and prescription drug travel accident insurance plans and programs) to the ------------------------------
(1) In the case of the Company's Chief Executive Officer, the amount is three times (3x) base salary. extent applicable generally to other executive-level employees of the Employer and its affiliated companies, as if the Employee's employment had not been terminated; provided, however, that if the Employee becomes reemployed with another employer and is eligible to receive medical or other welfare benefits (collectively “health benefits”) under another employer provided plan, the medical and life insurance other welfare benefits substantially similar described herein shall be secondary to those which the Employee was receiving or entitled to receive immediately prior to the Date of Termination (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement such other plan during such applicable period of the Company or its Subsidiaries solely in order to comply with applicable law or due to the fact that the Employee is no longer an officer or employee of the Company and its Subsidiaries, then the Company shall itself pay or provide for the payment to the Employee (and the Employee’s eligible dependents and beneficiaries) such health benefits and life insurance benefits). The Employee shall pay the cost, on an after-tax basis, for the continued health benefits coverage, on or about January 31 of the year following the year in which the Date of Termination occurs and continuing on or about each January 31 until January 31 of the year following the last year of the Benefits Period, and concurrently therewith (and no later than March 15 following each such January 31) the Company will make a lump sum payment to the Employee such that, after payment of all taxes incurred by the Employee as a result of the Employee’s receipt of the continued health benefits coverage and payment by the Company, the Employee retains an amount equal to the amount the Employee paid during the immediately preceding calendar year for the health benefits coverage described in this Section 6(a)(1)(B). Without otherwise limiting the purposes or effect of Section 7 hereof, benefits provided or payable to the Employee pursuant to this Section 6(a)(1)(B) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Employee from another employer during the Benefits Period; and
(C) a lump sum payment in an amount equal to the additional benefits that the Employee would have accrued under each qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plan maintained by the Company for the Employee’s benefit had the Employee continued his or her employment with the Company for one additional year following his or her Date of Termination, provided that the Employee was fully vested under such plans immediately prior to his or her Date of Termination, payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied. Without limiting the rights of the Employee at law or in equity, if the Company fails to make any payment required to be made under Sections 4 and 6 of this Agreement on a timely basis, the Company shall pay interest on the amount thereof to the Employee until the date such payment is made at an annualized rate of interest equal to twelve percent (12%)eligibility.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Guilford Pharmaceuticals Inc)
Good Reason; Other Than for Cause. If, during the three (3) year period following a Change in ControlEmployment Period, (X) the Company terminates shall terminate the EmployeeExecutive’s employment other than for Cause, deathdeath or Disability, or Disability or (Y) the Employee resigns Executive shall terminate his employment for Good Reason:
(1i) the Company shall pay to the Employee (or the Employee’s estate or beneficiaryExecutive in a lump sum in cash, in the event of the Employee’s death within 15 days after the Date of Termination), at the time specified herein (except as otherwise provided by Section 13(d)), the following amountsaggregate of the amounts set forth in clauses A and B below:
A. The sum of:
(A1) a lump sum payment equal to the sum of (i) ____ times the Executive’s Annual Base Pay of the Employee plus (ii) ____ times the target annual Incentive Pay of the Employee, in lieu of any further payments to the Employee for periods subsequent to Salary through the Date of Termination Termination;
(collectively2) the product of (x) the “target” annual bonus under Section 3(b) (the “Target Bonus”) and (y) a fraction, the “Severance Payment”), payable within six (6) business numerator of which is the number of days following in the current calendar year through the Date of Termination, provided all conditions to payment have been satisfied;and the denominator of which is 365; and
(B3) commencing on any accrued vacation pay; in each case to the Date extent not theretofore paid (the sum of Termination the amounts described in clauses (1), (2) and continuing until (3) shall be hereinafter referred to as the earlier “Accrued Obligations”); and
B. the amount equal to the product of (i1) two and (2) the expiration sum of (x) the ___ year anniversary of Executive’s Annual Base Salary and (y) the Date of Termination, Target Bonus.
(ii) the Employee’s death, or Option Award shall vest in accordance with Section 3(d)(i);
(iii) any stock awards, stock options, other than the Employee’s attainment of age 65 (such time periodOption Award, the “Benefits Period”), the Company shall continue to provide the Employee (and the Employee’s eligible dependents and beneficiaries) with medical, dental, vision, and prescription drug benefits (collectively “health benefits”) and life insurance benefits substantially similar to those which the Employee was receiving stock appreciation rights or entitled to receive other equity-based awards that were outstanding immediately prior to the Date of Termination (and if and “Prior Equity Awards”) shall vest and/or become exercisable in accordance with the underlying plan for such Prior Equity Award;
(iv) for two years after the Executive’s Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the extent that such benefits shall Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 3(e) of this Agreement if the Executive’s employment had not or cannot be paid or provided under any policybeen terminated or, plan, program or arrangement of the Company or its Subsidiaries solely in order to comply with applicable law or due if more favorable to the fact that the Employee is no longer an officer or employee Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Subsidiariesaffiliated companies and their families, then provided however, that if the Company Executive becomes reemployed with another employer and is eligible to receive medical or dental benefits under another employer provided plan, the medical and dental benefits described herein shall itself pay be secondary to those provided under such other plan during such applicable period of eligibility;
(v) any compensation previously deferred (other than pursuant to a tax-qualified plan) by or provide for the payment to the Employee (and the Employee’s eligible dependents and beneficiaries) such health benefits and life insurance benefits). The Employee shall pay the cost, on an after-tax basis, for the continued health benefits coverage, on or about January 31 behalf of the year following the year in which Executive (together with any accrued interest or earnings thereon), whether or not then vested, shall become vested on the Date of Termination occurs and continuing on or about each January 31 until January 31 shall be paid in accordance with the terms of the year following the last year of the Benefits Periodplan, and concurrently therewith policy or practice under which it was deferred;
(and no later than March 15 following each such January 31vi) the Company will make a lump sum payment shall, at its sole expense as incurred, provide the Executive with outplacement services suitable to the Employee such that, after payment of all taxes incurred by the Employee as Executive’s position for a result of the Employee’s receipt of the continued health benefits coverage and payment by the Company, the Employee retains an amount equal period not to the amount the Employee paid during the immediately preceding calendar year for the health benefits coverage described in this Section 6(a)(1)(B). Without otherwise limiting the purposes or effect of Section 7 hereof, benefits provided or payable to the Employee pursuant to this Section 6(a)(1)(Bexceed two years with a nationally recognized outplacement firm; and,
(vii) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Employee from another employer during the Benefits Period; and
(C) a lump sum payment in an amount equal to the additional benefits that the Employee would have accrued under each qualified not theretofore paid or nonqualified pension, profit sharing, deferred compensation or supplemental plan maintained by the Company for the Employee’s benefit had the Employee continued his or her employment with the Company for one additional year following his or her Date of Termination, provided that the Employee was fully vested under such plans immediately prior to his or her Date of Termination, payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied. Without limiting the rights of the Employee at law or in equity, if the Company fails to make any payment required to be made under Sections 4 and 6 of this Agreement on a timely basisprovided, the Company shall pay interest on the amount thereof or provide to the Employee until Executive any other amounts or benefits required to be paid or provided or which the date Executive is entitled to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (other than medical or dental benefits if the Executive is eligible for such payment is made at an annualized rate of interest equal benefits to twelve percent be provided by a subsequent employer), including earned but unpaid stock and similar compensation but excluding any severance plan or policy (12%such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Appears in 1 contract
Good Reason; Other Than for Cause. If, during the three (3) year period following a Change in Control, (X) If the Company terminates the EmployeeExecutive’s employment for any reason other than for Cause, deathnon-renewal under Section 2, death or Disability, or Disability or (Y) if the Employee resigns Executive terminates employment for Good ReasonReason during the Term:
(a) The Company shall pay, or commence to be paid, as applicable, to the Executive within thirty (30) days after the Date of Termination:
(1) Executive’s Annual Base Salary through the Company shall pay Date of Termination to the Employee (or the Employee’s estate or beneficiaryextent not previously paid, in a single lump sum in cash; and
(2) a Bonus, in a single lump sum in cash, equal to the event Bonus that the Compensation Committee projects, reasonably and in good faith, that she would have received for the then-current fiscal year, but no less than the average of the EmployeeExecutive’s death after last five (5) Bonuses, prorated through the Date of Termination), at the time specified herein (except as otherwise provided by Section 13(d)), the following amounts:;
(Ab) a lump sum payment The Company shall pay, or commence to be paid, as applicable, to the Executive any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable;
(c) The Company shall pay an amount, paid in twelve (12) equal monthly installments commencing on the next payroll date after the Employee’s Date of Termination, equal to one (1) times the sum of the Executive’s Annual Base Salary and the Bonus that the Compensation Committee projects, reasonably and in good faith, that she would have received for the then-current fiscal year, but no less than the average of the Executive’s last five (5) Bonuses. Notwithstanding the foregoing provisions of this Subsection (c), to the extent the amounts payable under this Subsection do not exceed the Separation Pay Exemption Amount (defined below), such amounts shall be paid in accordance with the foregoing provisions of this Subsection (c). The amount payable that is in excess of the Separation Pay Exemption Amount shall be paid as follows: (i) ____ times the Base Pay no portion of the Employee plus (ii) ____ times the target annual Incentive Pay of the Employeeexcess amount may be paid, in lieu of any further payments or commence to the Employee for periods subsequent to the Date of Termination (collectivelybe paid, the “Severance Payment”), payable within earlier than six (6) business days following months after the Date of Terminationdate the Executive separates from service, provided all conditions to payment have been satisfied;
(B) commencing on the Date of Termination and continuing until the earlier of (i) the expiration of the ___ year anniversary of the Date of Termination, (ii) the Employee’s death, or (iii) the Employee’s attainment of age 65 (such time period, the “Benefits Period”), the Company shall continue to provide the Employee (and the Employee’s eligible dependents and beneficiaries) with medical, dental, vision, and prescription drug benefits (collectively “health benefits”) and life insurance benefits substantially similar to those which the Employee was receiving or entitled to receive immediately prior to the Date of Termination (and if and to the extent monthly installment payments that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or its Subsidiaries solely in order to comply with applicable law or due to the fact that the Employee is no longer an officer or employee of the Company and its Subsidiaries, then the Company shall itself pay or provide for the payment to the Employee (and the Employee’s eligible dependents and beneficiaries) such health benefits and life insurance benefits). The Employee shall pay the cost, on an after-tax basis, for the continued health benefits coverage, on or about January 31 of the year following the year in which the Date of Termination occurs and continuing on or about each January 31 until January 31 of the year following the last year of the Benefits Period, and concurrently therewith (and no later than March 15 following each such January 31) the Company will make a lump sum payment to the Employee such that, after payment of all taxes incurred by the Employee as a result of the Employee’s receipt of the continued health benefits coverage and payment by the Company, the Employee retains an amount equal to the amount the Employee would have otherwise been paid during the immediately preceding calendar year for the health benefits coverage described in this Section 6(a)(1)(B). Without otherwise limiting the purposes or effect of Section 7 hereof, benefits provided or payable to the Employee pursuant to this Section 6(a)(1)(B) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Employee from another employer during the Benefits Period; and
(C) a lump sum payment in an amount equal to the additional benefits that the Employee would have accrued under each qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plan maintained by the Company for the Employee’s benefit had the Employee continued his or her employment with the Company for one additional year following his or her Date of Termination, provided that the Employee was fully vested under such plans immediately prior to his or her Date of Termination, payable within six (6) business days month period shall be accumulated and paid on the first day of the seventh month following the Date of Termination, provided all conditions to payment have been satisfied. Without limiting the rights of date the Employee at law or in equity, if separates from service and the Company fails to make any payment required to remaining monthly installments shall be made under Sections 4 and 6 of this Agreement on a timely basis, the Company shall pay interest on the amount thereof to the Employee until the date such payment is made at an annualized rate of interest equal to twelve percent (12%).paid in
Appears in 1 contract
Good Reason; Other Than for Cause. If, during the three (3) year period following a Change in Control, (X) term of this Agreement the Company terminates the Employee’s 's employment other than for Cause, death, Cause or Disability or (Y) the Employee resigns terminates employment with the Company for Good Reason:
(1i) the Company shall pay to the Employee the following amounts, subject to the execution by the Employee of a waiver and release agreement, substantially in the form attached hereto as Exhibit A, in favor of the Company and its affiliates:
A. the sum of (or 1) the Employee’s estate or beneficiary's Annual Base Salary (as defined in Section 6) through the Date of Termination to the extent not theretofore paid and (2) any accrued vacation pay, to the extent not theretofore paid, (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the "Accrued Obligations") in a lump sum in cash within 30 days of the Date of Termination; and
B. an amount equal to 1.5 times the sum of: (x) the Employee's Annual Base Salary and (y) the Target Bonus. This amount is to be paid in substantially equal proportionate installments in accordance with the Company's normal payroll practices, commencing with the first payroll period in the event month following the month in which the Date of the Employee’s death Termination occurs, for a period of one and one-half years.
(ii) for one and one-half year after the Date of Termination), at the time specified herein (except or such longer period as otherwise may be provided by Section 13(d)), the following amounts:
(A) a lump sum payment equal to the sum of (i) ____ times the Base Pay terms of the Employee plus (ii) ____ times the target annual Incentive Pay of the Employeeappropriate plan, in lieu of any further payments to the Employee for periods subsequent to the Date of Termination (collectivelyprogram, the “Severance Payment”), payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied;
(B) commencing on the Date of Termination and continuing until the earlier of (i) the expiration of the ___ year anniversary of the Date of Termination, (ii) the Employee’s death, practice or (iii) the Employee’s attainment of age 65 (such time period, the “Benefits Period”)policy, the Company shall continue to provide at Company expense benefits to the Employee (and and/or the Employee’s eligible dependents 's family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies and beneficiaries) with programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, visiondisability, employee life, group life, accidental death and prescription drug benefits (collectively “health benefits”travel accident insurance plans and programs) and life insurance benefits substantially similar to those which the Employee was receiving or entitled to receive immediately prior to the Date of Termination (and if and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or its Subsidiaries solely in order applicable generally to comply with applicable law or due to the fact that the Employee is no longer an officer or employee other peer employees of the Company and its Subsidiariesaffiliated companies, then as if the Company shall itself pay or provide for the payment to Employee's employment had not been terminated; provided, however, that if the Employee (becomes reemployed with another employer and the Employee’s is eligible dependents and beneficiaries) such health to receive medical or other welfare benefits and life insurance benefits). The Employee shall pay the cost, on an after-tax basis, for the continued health benefits coverage, on or about January 31 of the year following the year in which the Date of Termination occurs and continuing on or about each January 31 until January 31 of the year following the last year of the Benefits Period, and concurrently therewith (and no later than March 15 following each such January 31) the Company will make a lump sum payment to the Employee such that, after payment of all taxes incurred by the Employee as a result of the Employee’s receipt of the continued health benefits coverage and payment by the Companyunder another employer provided plan, the Employee retains an amount equal to the amount the Employee paid during the immediately preceding calendar year for the health medical and other welfare benefits coverage described in this Section 6(a)(1)(B). Without otherwise limiting the purposes or effect of Section 7 hereof, benefits provided or payable to the Employee pursuant to this Section 6(a)(1)(B) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) herein shall be reduced secondary to the extent comparable welfare benefits are actually received by the Employee from another employer those provided under such other plan during the Benefits Periodsuch applicable period of eligibility; and
(Ciii) a lump sum payment in an amount equal to the additional benefits that Company shall, at its sole expense as incurred, provide the Employee would have accrued under each qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plan maintained with outplacement services the scope and provider of which shall be at the highest level provided by the Company for the Employee’s benefit had the Employee continued his or her employment with the Company for one additional year following his or her Date of Termination, provided that the Employee was fully vested under such plans immediately prior to his or her Date of Termination, payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied. Without limiting the rights of the Employee at law or in equity, if the Company fails to make any payment required to be made under Sections 4 and 6 of this Agreement on a timely basis, the Company shall pay interest on the amount thereof to the Employee until the date such payment is made at an annualized rate of interest equal to twelve percent (12%)its peer employees.
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Good Reason; Other Than for Cause. If, during the three (3) year period following a Change in ControlContract Period, (X1) the Company terminates shall terminate the EmployeeExecutive’s employment other than for Cause, deathdeath or Disability, or Disability or (Y2) the Employee resigns Executive shall terminate employment for Good Reason, then, subject to the Executive’s execution (within 45 days of the Date of Termination), and non-revocation, of a release of claims substantially in the form attached hereto as Exhibit A; provided that, if the Company does not countersign such release within 10 days after the delivery of such signed release to the Company by the Executive, then such release shall be null and void and the payments hereunder shall be made without regard to any requirement for a signed release:
(1i) the Company shall pay to the Employee Executive in a lump sum in cash on the 60th day (or the Employee’s estate or beneficiary, except as specifically provided in the event of the Employee’s death Section 5(a)(i)(A)(2)) after the Date of Termination), at Termination the time specified herein (except as otherwise provided by Section 13(d)), aggregate of the following amounts:
(A) a lump sum payment equal to A. the sum of (i1) ____ times the Executive’s accrued but unpaid Annual Base Pay Salary and any accrued but unused vacation pay through the Date of Termination, and (2) the Employee plus (ii) ____ times Executive’s Annual Bonus for the target annual Incentive Pay fiscal year immediately preceding the fiscal year in which the Date of the Employee, in lieu Termination occurs if such bonus has not been paid as of any further payments to the Employee for periods subsequent to the Date of Termination (collectivelyat the time such Annual Bonus would otherwise have been paid) (together, the “Severance PaymentAccrued Obligations”); and
B. the amount equal to the product of (x) 2.0, payable within six and (6y) business days following the Date sum of Termination, provided all conditions to payment have been satisfied;
(BI) commencing on the Executive’s Annual Base Salary as of the Date of Termination and continuing until the earlier of (iII) the expiration of the ___ year anniversary Target Bonus as of the Date of Termination, ; and
(ii) for 18 months following the Employee’s death, or Date of Termination (iii) the Employee’s attainment of age 65 (such time period, the “Benefits Period”), the Company shall continue to provide the Employee (Executive and the EmployeeExecutive’s eligible dependents with medical (including vision and beneficiariesdental) with medical, dental, vision, and prescription drug benefits (collectively the “health benefitsHealth Care Benefits”) and life insurance benefits substantially similar equal to those which the Employee was receiving or entitled to receive immediately prior that would have been provided to the Date of Termination Executive (and if to any such dependent) in accordance with the plans, programs, practices and to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement policies of the Company or its Subsidiaries solely in order to comply with applicable law or due to if the fact Executive’s employment had not been terminated; provided, however, that (x) the Employee is no longer an officer or employee of the Company and its Subsidiaries, then the Company shall itself pay or provide for the payment to the Employee (and the Employee’s eligible dependents and beneficiaries) such health benefits and life insurance benefits). The Employee Executive shall pay the costfull premiums for access to the Health Care Benefits and (y) if the Executive becomes employed with another employer and is covered by another employer-sponsored plan providing substantially equivalent medical (including vision and dental) insurance benefits, on an after-tax basis, for the continued health medical benefits coverage, on or about January 31 described herein shall no longer be provided by the Company. The receipt of the year following Health Care Benefits shall be conditioned upon the year in which Executive continuing to pay the Date of Termination occurs and continuing on or about each January 31 until January 31 of the year following the last year of Applicable COBRA Premium (as defined below). During the Benefits Period, and concurrently therewith (and no later than March 15 following each such January 31) the Company will make a lump sum payment to the Employee such that, after payment of all taxes incurred by the Employee as a result of the Employee’s receipt of the continued health benefits coverage and payment by the Company, the Employee retains an amount equal to the amount the Employee paid during the immediately preceding calendar year for the health benefits coverage described in this Section 6(a)(1)(B). Without otherwise limiting the purposes or effect of Section 7 hereof, benefits provided or payable to the Employee pursuant to this Section 6(a)(1)(B) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Employee from another employer during the Benefits Period; and
(C) a lump sum payment in an amount equal to the additional benefits that the Employee would have accrued under each qualified or nonqualified pension, profit sharing, deferred compensation or supplemental plan maintained by the Company for the Employee’s benefit had the Employee continued his or her employment with the Company for one additional year following his or her Date of Termination, provided that the Employee was fully vested under such plans immediately prior to his or her Date of Termination, payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied. Without limiting the rights of the Employee at law or in equity, if the Company fails to make any payment required to be made under Sections 4 and 6 of this Agreement on a timely basis, the Company shall pay interest to the Executive a monthly amount (the “Monthly Payment”) equal to the Applicable COBRA Premium in respect of the level of coverage that the Executive elected, which payment shall be paid in advance on the amount thereof first business day of each month, commencing with the month immediately following the Executive’s Date of Termination. For purposes of this paragraph, “Applicable COBRA Premium” means the monthly premium in effect from time to time for coverage provided to former employees of the Employee until Company under Section 4980B of the date such payment is made at an annualized rate Code and the regulations thereunder with respect to a particular level of interest equal to twelve percent coverage (12%i.e., single, single plus one, or family).; and
Appears in 1 contract
Good Reason; Other Than for Cause. If, during the three (3) year period following a Change in ControlEmployment Period, (X) the Company terminates shall terminate the EmployeeExecutive’s employment other than for Cause, death, Cause or Disability or (Y) the Employee resigns Executive shall terminate employment for Good Reason:Reason (including, without limitation, a Permitted Executive Termination):
(1i) the Company shall pay to the Employee (or the Employee’s estate or beneficiary, Executive in the event of the Employee’s death a lump sum in cash within 30 days after the Date of Termination), at Termination the time specified herein (except as otherwise provided by Section 13(d)), aggregate of the following amounts:
(A) a lump sum payment equal to A. the sum of (i1) ____ times the Executive’s Annual Base Pay of the Employee plus (ii) ____ times the target annual Incentive Pay of the Employee, in lieu of any further payments to the Employee for periods subsequent to Salary through the Date of Termination to the extent not theretofore paid, (collectively, the “Severance Payment”), payable within six (62) business days following the Date of Termination, provided all conditions any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to payment have been satisfied;
(B) commencing on the Date of Termination and continuing until the earlier of (i) the expiration of the ___ year anniversary of the Date of Termination, (3) the product of (x) the Average Annual Bonus, and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and
B. the amount equal to the product of (1) three (3), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and
(ii) for three (3) years after the EmployeeExecutive’s deathDate of Termination, or (iii) such longer period as may be provided by the Employee’s attainment terms of age 65 (such time periodthe appropriate plan, the “Benefits Period”)program, practice or policy, the Company shall continue benefits to provide the Employee (and Executive and/or the EmployeeExecutive’s eligible dependents and beneficiaries) with medical, dental, vision, and prescription drug benefits (collectively “health benefits”) and life insurance benefits substantially similar family at least equal to those which would have been provided to them in accordance with the Employee was receiving or entitled to receive immediately prior plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Date of Termination (and if and Executive, as in effect generally at any time thereafter with respect to the extent that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or its Subsidiaries solely in order to comply with applicable law or due to the fact that the Employee is no longer an officer or employee other peer executives of the Company and its Subsidiariesaffiliated companies and their families, then provided, however, that if the Company 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 itself pay or provide for be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the payment to the Employee (and the Employee’s eligible dependents and beneficiariestime of commencement of benefits) such health benefits and life insurance benefits). The Employee shall pay the cost, on an after-tax basis, for the continued health benefits coverage, on or about January 31 of the year following Executive for retiree benefits pursuant to such plans, practices, programs and policies, the year in which Executive shall be considered to have remained employed until three (3) years after the Date of Termination occurs and continuing to have retired on or about each January 31 until January 31 of the year following the last year day of the Benefits Period, and concurrently therewith such period;
(and no later than March 15 following each such January 31iii) the Company will make a lump sum payment to shall, at its sole expense as incurred, provide the Employee such that, after payment of all taxes incurred by the Employee as a result of the Employee’s receipt of the continued health benefits coverage and payment by Executive with outplacement services in accordance with the Company, the Employee retains an amount equal ’s policies with regard to the amount the Employee paid during the immediately preceding calendar year for the health benefits coverage described outplacement then in this Section 6(a)(1)(B). Without otherwise limiting the purposes or effect of Section 7 hereof, benefits provided or payable to the Employee pursuant to this Section 6(a)(1)(B) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the Employee from another employer during the Benefits Periodeffect; and
(Civ) a lump sum payment in an amount equal to the additional benefits that the Employee would have accrued under each qualified extent not theretofore paid or nonqualified pension, profit sharing, deferred compensation or supplemental plan maintained by the Company for the Employee’s benefit had the Employee continued his or her employment with the Company for one additional year following his or her Date of Termination, provided that the Employee was fully vested under such plans immediately prior to his or her Date of Termination, payable within six (6) business days following the Date of Termination, provided all conditions to payment have been satisfied. Without limiting the rights of the Employee at law or in equity, if the Company fails to make any payment required to be made under Sections 4 and 6 of this Agreement on a timely basisprovided, the Company shall timely pay interest on the amount thereof or provide to the Employee until Executive any other amounts or benefits required to be paid or provided or which the date Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such payment is made at an annualized rate of interest equal other amounts and benefits shall be hereinafter referred to twelve percent (12%as the “Other Benefits”).
Appears in 1 contract
