Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5): (a) The Company shall pay to the Executive the following amounts: (1) any unpaid portion of the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination; (2) an amount equal to three (3) times the sum of the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and (3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan). (b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated. (c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations. (d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP. (e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement). (f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination. (g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3. (h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 4 contracts
Samples: Executive Employment Agreement (Allied Waste Industries Inc), Executive Employment Agreement (Allied Waste Industries Inc), Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If Executive may terminate this Agreement is terminated either by and his employment for Good Reason upon thirty (30) days’ prior written notice to the Executive Company. The Company may terminate this Agreement and Executive’s employment without Cause upon thirty (30) days’ prior written notice to Executive. Upon termination for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):without Cause, Executive shall be entitled to:
(ai) The the Accrued Obligations;
(ii) a lump sum severance payment equal to one (1) times Executive’s annual salary in effect on the termination date (without regard to any reduction in salary referred to in clause (ii) of the definition of Good Reason), which shall be paid to Executive within ten (10) business days following such termination; and
(iii) continuation of health and other welfare benefits (including life, accident and disability benefits) to Executive and his spouse and dependents under the Benefit Plans in which they participated on the date of Executive’s termination, for twelve (12) months following the date of Executive’s termination on substantially the same terms and conditions (including contributions by Executive) as in effect immediately prior to Executive’s termination; provided, that the Company’s obligation to provide such health or other welfare benefit shall cease with respect to such benefit at the time Executive becomes eligible to participate in a group plan of another employer providing comparable benefits in the aggregate. To the extent that the health and other welfare benefits referred to in clause (iii) above cannot be provided after termination of employment under applicable law or the terms of the Benefit Plans then in effect (and cannot be provided through the Company’s paying the applicable premium for Executive under COBRA), the Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's Base Salary (such amount as in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded is necessary to the provide Executive, and any accrued but unpaid Vacation Time as of the Date of Terminationon an after-tax basis, in a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) with an amount equal to three (3) times the sum cost of the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation acquiring, for the fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of and his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal (on a non-group basis) those health and other welfare benefits that would otherwise be lost to that which would have been provided to the Executive under Section 4.7 if the and his spouse and dependents as a result of Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations’s termination.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 3 contracts
Samples: Employment Agreement (Plato Learning Inc), Employment Agreement (Plato Learning Inc), Employment Agreement (Plato Learning Inc)
Good Reason; Without Cause. If If, during the Employment Period, the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason, or if the Company fails to renew or extend this Agreement is terminated either by upon expiration of the Employment Period, the Company shall have no further obligations to the Executive for Good Reason under this Agreement or by the Company Without Cause (otherwise other than in connection with a Change in Control as described in Section 6.5):
(a) The Company shall to pay or provide to the Executive the following amounts:amounts and benefits (provided the Executive has executed, delivered to the Company and not revoked a general release of claims against the Company in a form satisfactory to the Company (the “Release”) and subject to Section 8(h) hereof):
(1i) any An amount equal to Executive’s unpaid portion of the Executive's Annual Base Salary (as in effect on the Date of Termination) for services through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;
(2ii) an amount equal to three two (32) times his compensation (salary and bonus) during the sum preceding year (the “Severance Payment”), and if such termination occurs in the first year of employment, the Executive's Base Salary Severance Payment shall be $960,000.00 dollars;
(iii) full vesting as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, of Executive’s Stock Option Awards (as defined in bi-weekly installments over a three (3Section 3(c) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates hereof) and any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the other equity awards granted to Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary continued exercisability of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
outstanding options for twelve (d12) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years months following the Date of Termination (or, if less, for but in no event beyond the remainder original term of the stated terms of options);
(iv) continued participation until the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as second anniversary of the Date of Termination shall be prorated in all Company medical and dental plans in which the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, his eligible dependents were participating immediately prior to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, subject to offset as set forth in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification AgreementSection 8 hereof).;
(fv) All other obligations of the Company and rights of as long as the Executive hereunder shall terminate effective as uses such services prior to the first anniversary of the Date of Termination, up to $25,000 in outplacement services; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.and
(gvi) Notwithstanding anything to the contrarypayment of other amounts, entitlements or benefits, if this Agreement is terminated either by the Executive for Good Reason any, in accordance with applicable plans, programs, arrangements or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year agreements of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3Company.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 2 contracts
Samples: Employment Agreement (Doral Financial Corp), Employment Agreement (Doral Financial Corp)
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):
(a) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's ’s Base Salary (as in effect on the Date of Termination) through owed as of the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time Paid Leave as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;; and
(2) an amount equal to three (3) times the sum of the Executive's ’s Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted ’s Target Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in substantially equal bi-weekly installments over a beginning as of the first payroll date immediately following the six (6) month anniversary of the Date of Termination and continuing until the first payroll date immediately following the three (3) year period anniversary of the Date of Termination; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and including moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's ’s employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's ’s spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's ’s employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's ’s Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's ’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's ’s stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding the foregoing, with respect to any stock options that were both granted prior to January 1, 2004 and not vested as of December 31, 2004, the extension of the vesting and exercise periods for such options, pursuant to this paragraph, shall be limited to (i.e., shall not extend beyond) the later of (1) the fifteenth (15th) day of the third (3rd) calendar month following the date on which such options would have otherwise expired based on the terms of such options as of their original date of grant, or (2) December 31 of the calendar year in which such options would have otherwise expired based on the terms of such options as of their original date of grant. Notwithstanding any contrary provision of the LTIP, the Executive's ’s Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's ’s directors' ’ and officers' ’ liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Indemnity Agreement with the Company, as if the Executive's ’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Indemnity Agreement, for such longer term as may be provided for in the Indemnification Indemnity Agreement).
(f) The Company shall (through an agency of Company’s choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 or such higher amount as may be approved by the Board of Directors (or a committee thereof).
(g) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's ’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(gh) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum normal (i.e., not deferred) retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's ’s Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 2 contracts
Samples: Executive Employment Agreement (Allied Waste Industries Inc), Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If this Agreement is terminated either If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason, subject to the execution and nonrevocation by the Executive for Good Reason or of a release of claims agreement (the “Release”) in the form provided by the Company Without Cause (other than within the time period specified by the Company, which shall not exceed [45] days following the Date of Termination, and provided that the Executive has complied in connection all material respects with a Change in Control as described in Section 6.5):the terms and conditions of the Release, the Company shall provide the Executive with the payments and benefits set forth below.
(ai) The the Company shall pay to the Executive in a lump sum in cash on the sixtieth (60th) day following the Date of Termination the aggregate of the following amounts:
(A) the amount equal to the product of (1) any unpaid portion three and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and
(B) a lump sum payment equal to the present value of the continuation, for two years after the Executive's Base Salary (’s Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program or policy, of benefits to the Executive and/or the Executive’s family that are at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) in effect on the Date of Termination;
(ii) through the Company shall, at its sole expense as incurred, with payment made directly to the provider of services, provide the Executive with outplacement services directly related to the termination of the Executive’s services for the Company with the Company having payment approval, in its sole discretion, for reasonable services for a limited period. The limited period of time for which such expenses may be incurred does not include periods beyond the last day of the second calendar year following the calendar year in which the Executive’s Date of Termination occurred, provided that the period during which the reimbursements for such expenses must be made may not extend beyond the third calendar year of the Executive’s Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) an amount equal to three (3) times the sum of the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3iii) in to the case of compensation previously deferred by the Executiveextent not theretofore paid or provided, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly timely pay or reimburse provide to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed other amounts or benefits required to by the Company in writing) be paid or incurred by provided or which the Executive which would have been payable is eligible to receive under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medicalany plan, dentalprogram, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, policy or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare practice or any similar government-sponsored contract or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations agreement of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans its affiliated companies (such other amounts and Welfare Plans benefits shall be governed by hereinafter referred to as the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof“Other Benefits”).
Appears in 2 contracts
Samples: Change of Control Agreement (Avista Corp), Change of Control Agreement (Avista Corp)
Good Reason; Without Cause. If this Agreement is shall be terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):Cause:
(a) The the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:
(1) any unpaid portion of if not theretofore paid, the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) in an amount equal to three (3) times the sum largest Annual Bonus paid to the Executive out of the Executive's Base Salary (as in effect on last three fiscal years preceding the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).Company;
(b) The the Company shall shall, promptly upon submission by the Executive of supporting, documentation, pay or reimburse to the Executive any costs and expenses (and including, moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.; and
(c) The until the expiration of the Employment Period pursuant to Section 3 hereof or of the 12 month period commencing on the Date of Termination, whichever is longer, the Company shall continue providing medical, dental, and/or vision coverage benefits to the Executive and/or the Executive's spouse and dependents, family at least equal to that those which would have been provided to the Executive them under Section 4.7 if the Executive's employment had not been terminated, until ; provided that if subsequent to the earlier Date of (1) the date Termination the Executive becomes eligible for an employee, consultant, agent, officer or director of any comparable medicalperson or business entity that competes with, dentaldirectly or indirectly, or vision coverage provided by any other employerthe Company, then the obligations of the Company under this subparagraph will terminate in all respects as of the date such relationship commences; and
(2d) the date Company shall pay to the Executive becomes eligible for Medicare or any similar governmentExecutive, in equal semi-sponsored or provided health care program monthly installments the greater of (whether or not such coverage is equivalent to i) that provided by the Company), or (3) the fifth anniversary portion of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles Base Salary (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
) owing, in respect of the balance of the Employment Period pursuant to Section 3 hereof or (gii) Notwithstanding anything the Executive's Base Salary (as in effect on the Date of Termination); provided that if subsequent to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year the Executive becomes an employee, consultant, agent, officer or director of any person or business entity that competes with, directly or indirectly, the Company then the obligations of the Company under this subparagraph will terminate in all respects as of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3such relationship commences.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 2 contracts
Samples: Executive Employment Agreement (Allied Waste Industries Inc), Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If this Agreement is terminated either by Subject to the Executive’s execution of the “Waiver and Release” attached hereto as Exhibit A (the “Waiver and Release”) no later than 60 days after the Date of Termination, if, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):Reason:
(ai) The the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination (or, if later, five days after the effective date of the Waiver and Release), the aggregate of the following amounts:
A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any unpaid portion annual incentive payment earned by the Executive for a prior award period to the extent not theretofore paid and not theretofore deferred, (3) any accrued and unused vacation pay and (4) any business expenses incurred by the Executive that are unreimbursed as of the Date of Termination (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”);
B. the product of (1) the Target Incentive Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Incentive Payment”); provided, however, in the event that the Executive’s termination of employment occurs after the “Reliance Period” as determined pursuant to Treasury Regulation Section 1.162-27(f)(2) (the “162(m) Reliance Period”), the Pro-Rata Incentive Payment shall (i) be determined based on the Company’s actual performance for the fiscal year of the Company in which the Date of Termination occurs on the same basis as other executive officers and (ii) be paid at such time as the Company otherwise makes incentive payments for such fiscal year;
C. the amount equal to three times the sum of (1) the Executive’s Annual Base Salary and (2) the Target Incentive Payment (the “Severance Payment”); and
(ii) notwithstanding anything to the contrary contained in any stock incentive plan or grant or award agreement, as applicable:
A. all stock options outstanding as of the Date of Termination and held by the Executive (including, without limitation, any stock options granted to the Executive in connection with the IPO and any Annual LTI Awards) shall vest in full and become immediately exercisable for the remainder of their full term;
B. all equity-based compensation awards other than stock options (including, without limitation, any such awards granted to the Executive in connection with the IPO and any Annual LTI Awards) that are outstanding as of the Date of Termination and held by the Executive which (i) were granted to the Executive prior to or during 162(m) Reliance Period or (ii) which were granted after the 162(m) Reliance Period and are not intended to be “qualified performance-based compensation” within the meaning of Treasury Regulation Section 1.162-27(e) (such awards, “Qualified Performance Awards”) shall vest in full and all restrictions thereon shall lapse (provided that any delays in payment or settlement set forth in such grant or award agreements that are required under Section 409A of the Code shall remain effective);
C. all equity-based compensation awards other than stock options (including, without limitation, any stock options granted to the Executive in connection with the IPO and any Annual LTI Awards) that are outstanding as of the Date of Termination and held by the Executive which (i) were granted to the Executive after the 162(m) Reliance Period and (ii) are intended to be Qualified Performance Awards shall remain outstanding and shall continue to vest (or be forfeited) in accordance with the terms of the applicable award agreement;
D. notwithstanding anything in subsections B and C above, any cash-based long-term incentive awards which were granted to the Executive prior to the Effective Date shall vest in full and amounts in respect thereof shall be paid on the date the amounts would have otherwise been paid had the Executive remained employed with the Company (or, if earlier, his death) (A, B, C and D collectively, the “Equity Benefits”);
(iii) for the remainder of the Executive's Base Salary ’s life and the life of his spouse as of the date hereof, the Company shall provide them continued health care benefits (such continued health care benefits, the “Medical Benefits”) as follows: (A) during the first 18 months following the Date of Termination (the “Initial Benefits Continuation Period”) such health care benefits shall be provided at the Company’s sole expense consistent with the Company’s practice under the Company’s severance plan (as in effect on the Effective Date); and (B) during the 18-month period immediately following the Initial Benefits Continuation Period (but not beyond the Executive’s (or his spouse’s (as of the date hereof)) attainment of age 65) (the “Subsequent Benefits Continuation Period”), such health care benefits shall be provided under the Company’s plans, programs, practices and policies providing health care benefits in the manner required by Section 4980B of the Code or other applicable law (“COBRA Coverage”), as if the Executive’s employment with the Company had terminated as of the end of the Initial Benefits Continuation Period, and the Company shall take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section 6(a)(iii) and to cause the period of COBRA Coverage under the Company’s health care benefit plans to commence at the end of the Initial Benefits Continuation Period. The Executive shall be responsible for the payment of any COBRA premium during the Subsequent Benefits Continuation Period, provided that the Company shall make a lump sum payment to the Executive within ten days of the end of the Initial Benefits Continuation Period (unless the Executive has theretofore died) equal to the cost of such premiums, plus an income tax gross-up thereon so that the Executive retains an amount equal to the cost of such premiums. Within 30 days following the end of the Subsequent Benefits Period (or with respect to the Executive’s spouse, on the delayed payment date set forth in the proviso below), the Company shall pay the Executive a lump sum cash amount equal to the present value of the cost of premiums for health care coverage as a supplement to Medicare benefits under an individual policy from a third party insurer, with such insurer to be selected by the Executive (which coverage in combination with Medicare benefits shall provide benefits to the Executive and/or his spouse as of the date hereof which are comparable to those provided to them under the Company’s group health plan) for the remainder of each of the lives of the Executive and his spouse as of the date hereof ((the payment of such cash amount and the additional coverage to be provided to the Executive’s spouse as of the date hereof, in the event she is not 65 at the end of the Subsequent Benefits Continuation Period), collectively, the “Retiree Coverage”); provided, however, that notwithstanding the foregoing, in the event the Subsequent Benefits Continuation Period as it applies to the Executive terminates on or after the Executive’s attainment of age 65, his spouse (as of the date hereof) shall continue to be provided with health care benefits under the Company’s group health plan until she attains age 65 and shall pay for such continued participation following the Subsequent Benefits Continuation Period (unless she attains age 65 prior to the Subsequent Benefits Continuation Period) at the retiree rate and, upon her attainment of age 65, the Company shall pay her a lump sum cash amount in respect of the supplemental insurance policy described above; and
(iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and the Affiliated Entities through the Date of Termination, and, to the extent the Executive satisfies any “retirement” based rule of any of the foregoing that provides for more beneficial treatment to the Executive, the Executive shall be afforded such more beneficial treatment (such other amounts and benefits and such more beneficial treatment shall be hereinafter referred to as the “Other Benefits”). Notwithstanding the foregoing provisions of this Section 6(a), in the event that the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in (a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) an amount equal to three (3) times the sum of the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company“Specified Employee”), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest Severance Payment and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasibletermination occurs during the 162(m) Reliance Period, and under his separate Indemnification Agreement with the CompanyPro-Rata Incentive Payment, as if shall instead be paid to the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in with interest on any delayed payment at the case of the Indemnification Agreement, for such longer term as may be applicable federal rate provided for in the Indemnification Agreement).
(fSection 7872(f)(2)(A) All other obligations of the Company and rights Code (“Interest”) on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A of the Executive hereunder shall terminate effective as of Code (the Date of Termination; provided, however, that except as otherwise specifically modified by “Delayed Payment Date”). Notwithstanding the terms foregoing provisions of this Section 6(a) or anything in this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, the Medical Benefits that are not non-taxable medical benefits, “disability pay” or “death benefit” plans within the meaning of Treasury Regulation Section 1.409A-1(a)(5) shall be provided and administered in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), which requires that (i) the amount of such benefits provided during one taxable year shall not affect the amount of such benefits provided in any other taxable year, except that to the extent such benefits consist of the reimbursement of expenses referred to in Section 105(b) of the Code, a maximum, if this Agreement provided under the terms of the plan providing such Medical Benefit, may be imposed on the amount of such reimbursements over some or all of the period in which such benefit is terminated either by to be provided to the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control Executive, as described in Treasury Regulation Section 6.51.409A-3(i)(iv)(B), (ii) and to the Date extent that any such benefits consist of Termination is within one (1) year reimbursement of eligible expenses, such reimbursement must be made on or before the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation last day of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) ’s taxable year following the Date of Termination, provided that taxable year in which the cost of expense was incurred and (iii) no such services shall not exceed $50,000 (or such higher amount as benefit may be approved by liquidated or exchanged for another benefit (such treatment, the Board of Directors (or a committee thereof“409A Medical Benefits Treatment”).
Appears in 2 contracts
Samples: Employment Agreement (Visa Inc.), Employment Agreement (Visa Inc.)
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by terminates -------------------------- Executive's employment with the Company Without Cause (other than in connection with on or after the occurrence of a Change in Control as described with Good Reason pursuant to Section 2.2 hereof, or if the Company terminates Executive's employment with the Company without Cause in anticipation of, on or after the occurrence of a Change in Control pursuant to Section 6.5):2.2 hereof:
(ai) The the Company shall pay to the Executive aggregate of the following amounts:
(1) any unpaid portion of the Executive's Base Salary (as amounts to Executive in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a one lump sum cash payment within thirty (30) days after the Date date of Termination;such termination or in a manner and at such later time as specified by Executive, provided that all such payments must be made no later than the last day of the twenty-four (24) month period commencing on the date of such termination:
(2A) to the extent not theretofore paid, Executive's Base Salary in effect at the time of such termination (but prior to giving effect to any reduction therein which precipitated such termination) through the date of termination; and
(B) an amount equal to the sum of: (x) three (3) times the sum of the Executive's Base Salary (as in effect on at the Date time of Terminationsuch termination (but prior to giving effect to any reduction therein which precipitated such termination), (y) plus one and one-half (1 1/2) times the highest annual bonus paid by the Company to Executive in respect of the two (2) calendar years of the Company immediately preceding such termination, and (z) the pro-rata share of Executive's Targeted Annual Incentive Compensation target bonus for the fiscal calendar year during in which such termination occurred based upon the Date proportion that the number of Termination occurs, complete months in bi-weekly installments over a three (3) such calendar year period following up to the Date date of Termination, provided that such payments shall cease immediately if termination bears to the Executive violates any of his Continuing Obligations; andcomplete calendar year.
(3ii) In addition, the Company shall pay or cause to be paid the aggregate of the following amounts to Executive at the following times:
(A) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred (together with any accrued interest thereon) and not yet paid by the Company in a lump sum cash payment Company, within thirty (30) days after the Date date of Termination such termination of employment or such other period as may be required in accordance with any such deferral arrangement; and
(unless such payment is inconsistent B) in accordance with either the terms of any payment election made each such plan, program, arrangement or policy, all other amounts or benefits owing or accrued to, vested in, or earned by Executive through the Executive with respect to such deferred compensation date of termination under the then existing or applicable plans, programs, arrangements, and policies of the applicable plan).Company and its affiliates, including, but not limited to, all Additional Compensation; and
(bC) The any and all other Accrued Obligations not otherwise described in subsection (b)(i) above or clauses (A) and (B) of this subsection (b)(ii); and
(iii) Executive shall receive the following additional benefits:
(A) if Executive elects medical or dental coverage under the Company's group medical or dental plans pursuant to Section 4980B of the Code ("COBRA Coverage"), the Company shall reimburse Executive, promptly pay or reimburse upon request by Executive, an amount equal to the Executive any costs and expenses (and moving and relocation expensesremainder, if otherwise agreed to by any, resulting from the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier subtraction of (1) the date monthly medical and/or dental premium paid each month by Executive for COBRA Coverage during the first twelve (12) months of such COBRA Coverage (or during such shorter period that COBRA Coverage for Executive becomes eligible for any comparable medicalis in effect), dental, or vision coverage provided by any other employer, from (2) the date medical and/or dental premium paid by Executive for the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such last month of coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the group medical or dental plans immediately before Executive's employment had not with the Company was terminated, ; and
(B) such individual outplacement service as is appropriate for Executive's position for up to 24 months after termination of employment for a period of ten cost not to exceed $20,000; and
(10C) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may assistance to Executive to be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or a "Big Five" accounting firm selected by the Company Without Cause (or other than in connection with a Change in Control as described in Section 6.5) mutually agreeable accounting firm for federal and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria state income tax planning and federal and state income tax return preparation for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period the calendar year in which such termination of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof)employment occurred.
Appears in 2 contracts
Samples: Change in Control Agreement (Mail Well Inc), Change in Control Agreement (Mail Well Inc)
Good Reason; Without Cause. If this Agreement the Employment Term is terminated either by Executive pursuant to Section 3.03(a), or if the Company terminates the Employment Term other than pursuant to Section 3.01(b) or 3.02(a), the Company shall pay to or on behalf of Executive, as Executive’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, for such termination, which Executive acknowledges to be fair and reasonable, the following amounts set forth in this Section 4.02:
(a) Executive’s accrued but unpaid Base Salary through the date of termination (plus accrued and unpaid expenses reimbursable in accordance with Section 2.06);
(b) an amount equal to Executive’s Base Salary (not including any bonus payable) as of the date of such termination for twelve (12) months payable in accordance with the Company’s regular payroll procedures beginning sixty (60) days after the date of termination; and
(c) an amount equal to the product of the Pro-Rata Term (as defined below) multiplied by the amount of any incentive compensation that would have been earned by Executive for Good Reason under the Company’s annual cash incentive bonus program (the “Accrued Bonus”) had Executive remained employed by the Company through the end of the Company’s fiscal year in which the Employment Term is actually terminated by Executive pursuant to Section 3.03(a) or by the Company Without Cause (other than in connection with a Change in Control as described in pursuant to Section 6.5):
(a3.01(b) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Terminationor 3.02(a), any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment payable within thirty (30) days after the Date of Termination;
(2) an amount equal to three (3) times the sum of the Executive's Base Salary (as in effect on the Date end of Termination) plus the Executive's Targeted Annual Incentive Compensation for the such fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Terminationyear, provided that such payments shall cease immediately if solely for purposes of calculating the Executive violates any amount of his Continuing Obligations; andthe Accrued Bonus (and not for purposes of calculating the Pro-Rata Term):
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1i) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination Employment Term will be deemed to have been in contemplation terminated effective as of the Executive's Retirementfirst day of the Company’s fiscal year immediately following the fiscal year in which the Employment Term is actually terminated (i.e., any “period of service” or similar requirements shall be deemed to have been satisfied);
(ii) Executive will be deemed to have satisfied all qualitative goals established for Executive under the Company’s annual cash incentive bonus program, as then in effect at the time the Employment Term is actually terminated; and
(iii) the Committee shall determine whether and the rights and obligations amount by which all quantitative goals established for Executive under the Company’s annual cash incentive bonus program, as then in effect at the time the Employment Term is actually terminated, have been satisfied as of the parties shall be governed by Section 6.4 rather than this Section 6.3end of the fiscal year in which the Employment Term is actually terminated.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 2 contracts
Samples: Employment Agreement (Azz Inc), Employment Agreement (Azz Inc)
Good Reason; Without Cause. If this Agreement is terminated either by Subject to the Executive’s execution of the “Waiver and Release” attached hereto as Exhibit A (the “Waiver and Release”) no later than 60 days after the Date of Termination, if, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):Reason:
(ai) The the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination (or, if later, five days after the effective date of the Waiver and Release), the aggregate of the following amounts:
A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any unpaid portion annual incentive payment earned by the Executive for a prior award period to the extent not theretofore paid and not theretofore deferred, (3) any accrued and unused vacation pay and (4) any business expenses incurred by the Executive that are unreimbursed as of the Date of Termination (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”);
B. the product of (1) the Target Incentive Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Incentive Payment”); provided, however, in the event that (x) the Executive is a “covered employee” within the meaning of Section 162(m) of the Code (a “Covered Employee”) during the fiscal year of the Company in which the Date of Termination occurs and (y) the Executive's ’s termination of employment occurs after the “Reliance Period” as determined pursuant to Treasury Regulation Section 1.162-27(f)(2) (the “162(m) Reliance Period”), the Pro-Rata Incentive Payment shall (i) be determined based on the Company’s actual performance for the fiscal year of the Company in which the Date of Termination occurs on the same basis as other executive officers and (ii) be paid at such time as the Company otherwise makes incentive payments for such fiscal year;
C. the amount equal to two times the sum of (1) the Executive’s Annual Base Salary and (2) the Target Incentive Payment (the “Severance Payment”); and
(ii) notwithstanding anything to the contrary contained in any stock incentive plan or grant or award agreement, as applicable (collectively, the “Equity Benefits”):
A. In the event that the Executive is not a Covered Employee during the fiscal year of the Company in which the Date of Termination occurs, (1) all stock options, restricted stock, restricted stock units and other equity-based compensation awards outstanding as of the Date of Termination and held by the Executive (including, without limitation, any equity awards granted to the Executive in connection with the IPO and any Annual LTI Awards) shall vest in full and all restrictions thereon shall lapse (provided that any delays in payment or settlement set forth in such grant or award agreements that are required under Section 409A of the Code shall remain effective), and all stock options shall remain exercisable for the remainder of their full term and (2) any cash-based long-term incentive awards shall vest in full and amounts in respect thereof shall be paid on the date the amounts would have otherwise been paid had the Executive remained employed with the Company (or, if earlier, his death);
B. In the Event that the Executive is a Covered Employee during the fiscal year of the Company in which the Date of Termination occurs:
(1) all stock options outstanding as of the Date of Termination and held by the Executive (including, without limitation, any stock options granted to the Executive in connection with the IPO and any Annual LTI Awards) shall vest in full and become immediately exercisable for the remainder of their full term;
(2) all equity-based compensation awards other than stock options (including, without limitation, any such awards granted to the Executive in connection with the IPO and any Annual LTI Awards) that are outstanding as of the Date of Termination and held by the Executive which (i) were granted to the Executive prior to or during 162(m) Reliance Period or (ii) which were granted after the 162(m) Reliance Period and are not intended to be “qualified performance-based compensation” within the meaning of Treasury Regulation Section 1.162-27(e) (such awards, “Qualified Performance Awards”) shall vest in full and all restrictions thereon shall lapse (provided that any delays in payment or settlement set forth in such grant or award agreements that are required under Section 409A of the Code shall remain effective);
(3) all equity-based compensation awards other than stock options (including, without limitation, any stock options granted to the Executive in connection with the IPO and any Annual LTI Awards) that are outstanding as of the Date of Termination and held by the Executive which (i) were granted to the Executive after the 162(m) Reliance Period and (ii) are intended to be Qualified Performance Awards shall remain outstanding and shall continue to vest (or be forfeited) in accordance with the terms of the applicable award agreement; and
(4) notwithstanding anything in subsections (2) and (3) above, any cash-based long-term incentive awards which were granted to the Executive prior to the Effective Date shall vest in full and amounts in respect thereof shall be paid on the date the amounts would have otherwise been paid had the Executive remained employed with the Company (or, if earlier, his death).
(iii) the Company shall provide the Executive and his eligible dependents with continued health care benefits under the Company’s health care benefits program for two years following the Date of Termination (such continued health care benefits, the “Medical Benefits”) as follows: (A) during the first 18 months following the Date of Termination (the “Initial Benefits Continuation Period”) such health care benefits shall be provided at the Company’s sole expense consistent with the Company’s practice under the Company’s severance plan (as in effect on the Effective Date); and (B) during the six-month period immediately following the Initial Benefits Continuation Period (but not beyond the Executive’s attainment of age 65) (the “Subsequent Benefits Continuation Period”), such health care benefits shall be provided under the Company’s plans, programs, practices and policies providing health care benefits in the manner required by Section 4980B of the Code or other applicable law (“COBRA Coverage”), as if the Executive’s employment with the Company had terminated as of the end of the Initial Benefits Continuation Period, and the Company shall take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section 6(a)(iii) and to cause the period of COBRA Coverage under the Company’s health care benefit plans to commence at the end of the Initial Benefits Continuation Period. The Executive shall be responsible for the payment of any COBRA premium during the Subsequent Benefits Continuation Period, provided that the Company shall make a lump sum payment to the Executive within ten days of the end of the Initial Benefits Continuation Period (unless the Executive has theretofore died) equal to the cost of such premiums, plus an income tax gross-up thereon so that the Executive retains an amount equal to the cost of such premiums; and
(iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and the Affiliated Entities through the Date of Termination, and, to the extent the Executive satisfies any “retirement” based rule of any of the foregoing that provides for more beneficial treatment to the Executive, the Executive shall be afforded such more beneficial treatment (such other amounts and benefits and such more beneficial treatment shall be hereinafter referred to as the “Other Benefits”). Notwithstanding the foregoing provisions of this Section 6(a), in the event that the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) through (a “Specified Employee”), the Date of TerminationSeverance Payment and, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of extent (i) the Date of Termination, in Executive is not a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) an amount equal to three (3) times the sum of the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation Covered Employee for the fiscal year during of the Company in which the Date of Termination occursoccurs and (ii) such termination occurs during the 162(m) Reliance Period, in bithe Pro-weekly installments over a three (3) year period following the Date of Termination, provided that such payments Rata Incentive Payment shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by instead be paid to the Executive, all amounts with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty Code (30“Interest”) days on the first business day after the Date of Termination (unless such payment date that is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if six months following the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to ’s “separation from service” within the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under meaning of Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary 409A of the Executive's Date of Termination; provided that such coverage shall cease immediately if Code (the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests“Delayed Payment Date”). Notwithstanding any contrary provision the foregoing provisions of this Section 6(a) or anything in this Agreement to the LTIPcontrary, the Executive's Awards for Medical Benefits that are not non-taxable medical benefits, “disability pay” or “death benefit” plans within the Performance Cycles (as defined in the LTIPmeaning of Treasury Regulation Section 1.409A-1(a)(5) in effect as of the Date of Termination shall be prorated provided and administered in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), which requires that (i) the manner described amount of such benefits provided during one taxable year shall not affect the amount of such benefits provided in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insuranceany other taxable year, if any, except that to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case benefits consist of the Indemnification Agreement, for such longer term as may be provided for reimbursement of expenses referred to in the Indemnification Agreement).
(fSection 105(b) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; providedCode, howevera maximum, that except as otherwise specifically modified by if provided under the terms of this Agreement the plan providing such Medical Benefit, may be imposed on the amount of such reimbursements over some or all of the period in which such benefit is to be provided to the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Treasury Regulation Section 6.51.409A- 3(i)(iv)(B), (ii) and to the Date extent that any such benefits consist of Termination is within one (1) year reimbursement of eligible expenses, such reimbursement must be made on or before the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation last day of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) ’s taxable year following the Date of Termination, provided that taxable year in which the cost of expense was incurred and (iii) no such services shall not exceed $50,000 (or such higher amount as benefit may be approved by liquidated or exchanged for another benefit (such treatment, the Board of Directors (or a committee thereof“409A Medical Benefits Treatment”).
Appears in 2 contracts
Samples: Employment Agreement (Visa Inc.), Employment Agreement (Visa Inc.)
Good Reason; Without Cause. If Executive may terminate this Agreement is terminated either by and his employment for Good Reason upon thirty (30) days’ prior written notice to the Executive Company. The Company may terminate this Agreement and Executive’s employment without Cause upon thirty (30) days’ prior written notice to Executive. Upon termination for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):without Cause, Executive shall be entitled to:
(ai) The the Accrued Obligations;
(ii) a lump sum severance payment equal to one (1) times of Executive’s annual salary in effect on the termination date (without regard to any reduction in salary referred to in clause (ii) of the definition of Good Reason), which shall be paid to Executive within ten (10) business days following such termination; and
(iii) continuation of health and other welfare benefits (including life, accident and disability benefits) to Executive and his spouse and dependents under the Benefit Plans in which they participated on the date of Executive’s termination, for twelve (12) months following the date of Executive’s termination on substantially the same terms and conditions (including contributions by Executive) as in effect immediately prior to Executive’s termination; provided, that the Company’s obligation to provide such health or other welfare benefit shall cease with respect to such benefit at the time Executive becomes eligible to participate in a group plan of another employer providing comparable benefits in the aggregate. To the extent that the health and other welfare benefits referred to in clause (iii) above cannot be provided after termination of employment under applicable law or the terms of the Benefit Plans then in effect (and cannot be provided through the Company’s paying the applicable premium for Executive under COBRA), the Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's Base Salary (such amount as in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded is necessary to the provide Executive, and any accrued but unpaid Vacation Time as of the Date of Terminationon an after-tax basis, in a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) with an amount equal to three (3) times the sum cost of the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation acquiring, for the fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of and his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal (on a non-group basis) those health and other welfare benefits that would otherwise be lost to that which would have been provided to the Executive under Section 4.7 if the and his spouse and dependents as a result of Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations’s termination.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 2 contracts
Samples: Employment Agreement (Plato Learning Inc), Employment Agreement (Plato Learning Inc)
Good Reason; Without Cause. If (i) this Agreement is shall be terminated either by the Executive Employee for Good Reason or by the Company Without Cause and (other than in connection with ii) a Hostile Change in of Control as described in Section 6.5):of the Company has not occurred within the two-year period preceding the Date of Termination:
(a) The the Company shall pay to the Executive Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:
(1) any unpaid portion if not theretofore paid, the amount of the ExecutiveEmployee's Base Salary (as in effect on the Date of Termination) through the Date of TerminationTermination and the bonus payable under Section 4.3, any unpaid if any, plus the amount of the Base Salary that would have been paid to the Employee under this Agreement from the Date of Termination through the expiration of the Initial Term provided, however, that for purposes of this Section 6.3(a)(1), the remaining portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of TerminationInitial Term shall not be less than three years;
(2) an amount equal the product of (x) the Annual Bonus paid to three (3) times the sum of the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation Employee for the last full fiscal year during which preceding the Date of Termination occurs, in bi-weekly installments over a three and (3y) year period following the fraction obtained by dividing (i) the number of days between the Date of Termination, provided that such payments shall cease immediately if Termination and the Executive violates any last day of his Continuing Obligationsthe last full fiscal year preceding the Date of Termination and (ii) 365; and
(3) in the case of compensation previously deferred by the ExecutiveEmployee, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).Company;
(b) The the Company shall promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Executive Employee any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive Employee which would have been payable under Section 4.8 of this Agreement if the ExecutiveEmployee's employment had not terminated.; and
(c) The until the expiration of the Initial Term or any renewal period pursuant to Section 3 hereof (such period is sometimes referred to herein as the "Unexpired Term") or of the 12-month period commencing on the Date of Termination, whichever is longer, the Company shall continue providing medical, dental, and/or vision coverage benefits to the Executive Employee and/or the ExecutiveEmployee's spouse and dependents, family at least equal to that those which would have been provided to the Executive them under Section 4.7 4.8 if the ExecutiveEmployee's employment had not been terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Samples: Executive Employment Agreement (Recycling Industries Inc)
Good Reason; Without Cause. If this Agreement is terminated either by If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Reason, subject to Section 6.54(e):
(ai) The Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(A) the sum of (1) any the accrued but unpaid portion amount of the Executive's ’s Annual Base Salary (as in effect on the Date of Termination) through the Date of Termination, any unpaid and (2) a pro rata portion of the Executive’s Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) an amount equal to three (3) times the sum of the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation Bonus for the fiscal year during in which the Date of Termination occurs, in bi-weekly installments over a three (3) based on the number of days of employment that year period following up to the Date of Termination, provided that such payments Termination divided by 365 days (the sum of the amounts described in clauses (1) and (2) shall cease immediately if be hereinafter referred to as the Executive violates any of his Continuing “Accrued Obligations”); and
(3B) the amount equal to three times the sum of (x) Annual Base Salary and (y) the Annual Bonus for which the Executive was eligible for the year in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after which the Date of Termination occurs; and
(unless such payment is inconsistent with either C) a separate lump-sum supplemental retirement benefit equal to the terms of any payment election made by difference between (1) the Executive actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to such deferred the Retirement Plan during the 90-day period immediately preceding the Effective Date) of the benefit payable under the Retirement Plan and any SERP providing benefits for the Executive that the Executive would receive if the Executive’s employment continued at the compensation or level provided for in Section 3(b)(i) and Section 3(b)(ii) for the applicable plan).
(b) The Company shall promptly pay or reimburse remainder of the Employment Period, assuming for this purpose that all accrued normal and early retirement benefits are fully vested and that benefit accrual formulas are no less advantageous to the Executive any costs than those in effect during the 90-day period immediately preceding the Effective Date, and expenses (and moving and relocation expenses2) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Retirement Plan during the 90-day period immediately preceding the Effective Date) of the Executive’s actual benefit (paid or payable), if otherwise agreed to by any, under the Company in writing) paid or incurred by Retirement Plan and the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.SERP; and
(cD) The any amounts payable pursuant to the third sentence of Section 3(b)(iv); and
(ii) For the remainder of the Employment Period, or such longer period as any plan, practice, policy or program may provide, the Company shall continue providing group medical, dental, and/or vision coverage disability and life insurance benefits to the Executive and/or the Executive's spouse and dependents, ’s family at least equal to those that which would have been provided to them in accordance with the Executive under plans, practices, policies and programs described in Section 4.7 3(b)(vi) if the Executive's ’s employment had not terminated, until been terminated in accordance with the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock most favorable plans, as if the Executive were still employed by the Companypractices, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations policies or programs of the Company and rights its affiliated companies as in effect and applicable generally to other executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Executive hereunder shall terminate effective as of the Date of TerminationCompany and its affiliated companies and their families; provided, however, that except if the Executive becomes re-employed with another employer and is eligible to receive group medical or dental benefits under another employer-provided plan, the group medical or dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as otherwise specifically modified “Welfare Benefit Continuation”). During the period the Executive and/or the Executive’s family is eligible to receive continued medical or dental continuation coverage under the Company’s group medical and dental benefit plans in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay the portion of the Executive’s premium payments necessary to satisfy the requirements of the first sentence of this Section 5(a)(ii). With respect to any period afterward in which the Executive and/or the Executive’s family ceases to be eligible for COBRA coverage, and with respect to disability and life insurance benefits for the remainder of the Employment Period, the Executive and/or the Executive’s family shall pay to the Company, on an after-tax basis, an amount equal to the full premium cost of medical, dental, disability and life insurance benefits coverage. Within 30 days of such payment, subject to Section 5(e), the Company shall pay to the Executive or the Executive’s family in cash (less required withholding) an amount equal to (A) the portion of the Executive’s premium payments necessary to satisfy the requirements of the first sentence of this Section 5(a)(ii), less any premium amount that would have been payable by the terms of this Agreement Executive or the Executive's rights under ’s family if the Compensation Plans Executive or the Executive’s family were participants in the plans, practices, policies and Welfare Plans programs, plus (B) an additional amount equal to the federal, state and local income and payroll taxes that the Executive incurs on each with respect to such payment. For purposes of determining eligibility of the Executive for retiree benefits Pursuant to such plans, practices, policies and programs, the Executive shall be governed by considered to have remained employed until the terms end of the Employment Period and provisions to have retired on the last day of these Plans and are not necessarily severed such period; provided, however, that the Executive shall be entitled to the more favorable of the retiree benefits in effect on the Date of Termination.Termination or the retiree benefits in effect on the date that would have been the last date of the Employment Period if the Executive had remained employed; and
(giii) Notwithstanding anything to To the contrary, if this Agreement is terminated either by the Executive for Good Reason extent due and not theretofore paid or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (provided through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, the Company shall timely pay or provide to the Executive and/or the Executive’s family any other amounts or benefits required to be paid or provided that or which the cost Executive and/or the Executive’s family is eligible to receive pursuant to this Agreement and under any plan, practice, policy or program or contract or agreement of the Company and its affiliated companies as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally thereafter with respect to other peer executives of the Company and its affiliated companies and their families (such services other amounts and benefits shall not exceed $50,000 (or such higher amount be hereinafter referred to as may be approved by the Board of Directors (or a committee thereof“Other Benefits”).
Appears in 1 contract
Samples: Executive Employment Agreement (Puget Sound Energy Inc)
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):
(a) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's ’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) an amount equal to three two (32) times the sum of the Executive's ’s Base Salary (as in effect on the Date of Termination) plus the Executive's ’s Targeted Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three two (32) year period following the Executive’s Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's ’s employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's ’s spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's ’s employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or and/or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's ’s Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest andin his PARSAP awards, if applicableany, continue to be permitted to exercise, all in accordance with the terms of the rights and interests awarded to the Executive under the Company's stock planshis PARSAP Agreement, as if the Executive were still employed by the Company. The Executive also shall continue to vest in, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIPcontinue to be permitted to exercise, the Executive's Awards for ’s stock options, if any, through the Performance Cycles (as defined in the LTIP) in effect as balance of the Date of Termination shall be prorated in the manner described in Section 8(a) term of the LTIPExecutive’s stock option grants.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's ’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(gf) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's ’s Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If this Agreement the Employment Term is terminated by Executive pursuant to Section 3.03(a), or if the Company terminates the Employment Term other than pursuant to Section 3.01(b) or 3.02(a), the Company shall pay to or on behalf of Executive, as Executive’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, for such termination, which Executive acknowledges to be fair and reasonable, the following amounts set forth in this Section 4.02: (a)Executive’s accrued but unpaid Base Salary through the date of termination (plus accrued and unpaid expenses reimbursable in accordance with Section 2.06); (b)an amount equal to Executive’s Base Salary (not including any bonus payable) as of the date of such termination for the greater of (i) twelve (12) months after such termination or (ii) the remainder of the Employment Term, in either case payable in accordance with the Company’s regular payroll procedures; and (c)an amount equal to the product of the Pro-Rata Term (as defined below) multiplied by the amount of any incentive compensation that would have been earned by Executive for Good Reason under the Company’s short-term incentive bonus program (the “Accrued Bonus”) had Executive remained employed by the Company through the end of the Company’s fiscal year in which the Employment Term is actually terminated by Executive pursuant to Section 3.03(a) or by the Company Without Cause (other than in connection with a Change in Control as described in pursuant to Section 6.5):
(a3.01(b) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Terminationor 3.02(a), any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment payable within thirty (30) days after the Date of Termination;
(2) an amount equal to three (3) times the sum of the Executive's Base Salary (as in effect on the Date end of Termination) plus the Executive's Targeted Annual Incentive Compensation for the such fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Terminationyear, provided that such payments shall cease immediately if solely for purposes of calculating the Executive violates any amount of his Continuing Obligations; and
the Accrued Bonus (3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by for purposes of calculating the Company in a lump sum cash payment within thirty Pro-Rata Term): (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination i)the Employment Term will be deemed to have been in contemplation terminated effective as of the Executive's Retirementfirst day of the Company’s fiscal year immediately following the fiscal year in which the Employment Term is actually terminated (i.e., any “period of service” or similar requirements shall be deemed to have been satisfied); (ii)Executive will be deemed to have satisfied all qualitative goals established for Executive under the Company’s short-term incentive bonus program, as then in effect at the time the Employment Term is actually terminated; and (iii)the Board shall determine whether and the rights and obligations amount by which all quantitative goals established for Executive under the Company’s short-term incentive bonus program, as then in effect at the time the Employment Term is actually terminated, have been satisfied as of the parties end of the fiscal year in which the Employment Term is actually terminated. As used herein, the term “Pro Rata Term” shall be governed mean a fraction, the numerator of which is the number of days during which the Employment Term remained in effect during the Company’s fiscal year in which the Employment Term is terminated by Executive pursuant to Section 6.4 rather than this Section 6.3.
(h3.03(a) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (Company other than pursuant to Section 3.01(b) or a committee thereof).3.02
Appears in 1 contract
Samples: Employment Agreement
Good Reason; Without Cause. If this Agreement is shall be terminated -------------------------- either by the Executive Employee for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):Cause:
(a) The the Company shall pay to the Executive Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:
(1) any unpaid portion of if not theretofore paid, the ExecutiveEmployee's Base Salary (as in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) an amount equal the product of (x) the Annual Bonus paid to three (3) times the sum of the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation Employee for the last full fiscal year during which preceding the Date of Termination occurs, in bi-weekly installments over a three and (3y) year period following the fraction obtained by dividing (i) the number of days between the Date of Termination, provided that such payments shall cease immediately if Termination and the Executive violates any last day of his Continuing Obligationsthe last full fiscal year preceding the Date of Termination and (ii) 365; and
(3) in the case of compensation previously deferred by the ExecutiveEmployee, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).Company;
(b) The the Company shall shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Executive Employee any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive Employee which would have been payable under Section 4.8 SECTION 4.7 of this Agreement if the ExecutiveEmployee's employment had not terminated.; and
(c) The until the expiration of the 24-month period commencing on the Date of Termination, the Company shall (i) continue providing medical, dental, and/or vision coverage benefits to the Executive Employee and/or the ExecutiveEmployee's spouse and dependents, family at least equal to that those which would have been provided to the Executive them under Section 4.7 SECTION 4.6 if the ExecutiveEmployee's employment had not terminatedbeen terminated (provided, until that to the earlier of (1) the date the Executive becomes eligible extent such benefits cannot be continued for any comparable medicalreason during such period (e.g., dentaldisability insurance --- that may not be portable), or vision coverage provided by any other employerthen the Company will pay to Employee during such period, (2) on a monthly basis, the date dollar equivalent that the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not Company had spent to keep such coverage is equivalent to insurance in place under the Company's plans during the period that provided Employee was employed by the Company), or ; and (3ii) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded pay to the Executive under Employee, in equal semi-monthly installments the CompanyEmployee's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles Base Salary (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Samples: Executive Employment Agreement (Century Maintenance Supply Inc)
Good Reason; Without Cause. If this Agreement the Employment Term is terminated by Executive pursuant to Section 3.03(a), or if the Company terminates the Employment Term other than pursuant to Section 3.01(b) or 3.02(a), the Company shall pay to or on behalf of Executive, as Executive’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, for such termination, which Executive acknowledges to be fair and reasonable, the following amounts set forth in this Section 4.02:
(a) Executive’s accrued but unpaid Base Salary through the date of termination (plus accrued and unpaid expenses reimbursable in accordance with Section 2.06);
(b) an amount equal to Executive’s Base Salary (not including any bonus payable) as of the date of such termination for the greater of (i) twelve (12) months after such termination or (ii) the remainder of the Employment Term, in either case payable in accordance with the Company’s regular payroll procedures; and
(c) an amount equal to the product of the Pro-Rata Term (as defined below) multiplied by the amount of any incentive compensation that would have been earned by Executive for Good Reason under the Company’s short-term incentive bonus program (the “Accrued Bonus”) had Executive remained employed by the Company through the end of the Company’s fiscal year in which the Employment Term is actually terminated by Executive pursuant to Section 3.03(a) or by the Company Without Cause (other than in connection with a Change in Control as described in pursuant to Section 6.5):
(a3.01(b) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Terminationor 3.02(a), any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment payable within thirty (30) days after the Date of Termination;
(2) an amount equal to three (3) times the sum of the Executive's Base Salary (as in effect on the Date end of Termination) plus the Executive's Targeted Annual Incentive Compensation for the such fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Terminationyear, provided that such payments shall cease immediately if solely for purposes of calculating the Executive violates any amount of his Continuing Obligations; andthe Accrued Bonus (and not for purposes of calculating the Pro-Rata Term):
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1i) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination Employment Term will be deemed to have been in contemplation terminated effective as of the Executive's Retirementfirst day of the Company’s fiscal year immediately following the fiscal year in which the Employment Term is actually terminated (i.e., any “period of service” or similar requirements shall be deemed to have been satisfied);
(ii) Executive will be deemed to have satisfied all qualitative goals established for Executive under the Company’s short-term incentive bonus program, as then in effect at the time the Employment Term is actually terminated; and
(iii) the Board shall determine whether and the rights and obligations amount by which all quantitative goals established for Executive under the Company’s short-term incentive bonus program, as then in effect at the time the Employment Term is actually terminated, have been satisfied as of the parties shall be governed by Section 6.4 rather than this Section 6.3end of the fiscal year in which the Employment Term is actually terminated.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Samples: Employment Agreement (Azz Inc)
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):
(a) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's ’s Base Salary (as in effect on the Date of Termination) through owed as of the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time Paid Leave as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;; and
(2) an amount equal to three two (32) times the sum of the Executive's ’s Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted ’s Target Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in substantially equal bi-weekly installments over a three beginning as of the first payroll date immediately following the six (36) month anniversary of the Date of Termination and continuing until the first payroll date immediately following the two (2) year period anniversary of the Date of Termination; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's ’s employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's ’s spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's ’s employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth (5th) anniversary of the Executive's ’s Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's ’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's ’s stock plans, as if the Executive were still employed by the Company, for a period of three two (32) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's ’s Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's ’s directors' ’ and officers' ’ liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Indemnity Agreement with the Company, as if the Executive's ’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Indemnity Agreement, for such longer term as may be provided for in the Indemnification Indemnity Agreement).
(f) The Company shall (through an agency of Company’s choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 or such higher amount as may be approved by the Board of Directors (or a committee thereof).
(g) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's ’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by terminates -------------------------- Executive's employment with the Company Without Cause (other than in connection with on or after the occurrence of a Change in Control as described with Good Reason pursuant to Section 2.2 hereof, or if the Company terminates Executive's employment with the Company without Cause in anticipation of, on or after the occurrence of a Change in Control pursuant to Section 6.5):2.2 hereof:
(ai) The the Company shall pay to the Executive aggregate of the following amounts:
(1) any unpaid portion of the Executive's Base Salary (as amounts to Executive in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a one lump sum cash payment within thirty (30) days after the Date date of Termination;such termination or in a manner and at such later time as specified by Executive, provided that all such payments must be made no later than the last day of the twenty-four (24) month period commencing on the date of such termination:
(2A) to the extent not theretofore paid, Executive's Base Salary in effect at the time of such termination (but prior to giving effect to any reduction therein which precipitated such termination) through the date of termination; and
(B) an amount equal to three the sum of: (3x) two (2) times the sum of the Executive's Base Salary (as in effect on at the Date time of Terminationsuch termination (but prior to giving effect to any reduction therein which precipitated such termination), (y) plus one (1) times the highest annual bonus paid by the Company to Executive in respect of the two (2) calendar years of the Company immediately preceding such termination, and (z) the pro-rata share of Executive's Targeted Annual Incentive Compensation target bonus for the fiscal calendar year during in which such termination occurred based upon the Date proportion that the number of Termination occurs, complete months in bi-weekly installments over a three (3) such calendar year period following up to the Date date of Termination, provided that such payments shall cease immediately if termination bears to the Executive violates any of his Continuing Obligations; andcomplete calendar year.
(3ii) In addition, the Company shall pay or cause to be paid the aggregate of the following amounts to Executive at the following times:
(A) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred (together with any accrued interest thereon) and not yet paid by the Company in a lump sum cash payment Company, within thirty (30) days after the Date date of Termination such termination of employment or such other period as may be required in accordance with any such deferral arrangement; and
(unless such payment is inconsistent B) in accordance with either the terms of any payment election made each such plan, program, arrangement or policy, all other amounts or benefits owing or accrued to, vested in, or earned by Executive through the Executive with respect to such deferred compensation date of termination under the then existing or applicable plans, programs, arrangements, and policies of the applicable plan).Company and its affiliates, including, but not limited to, all Additional Compensation; and
(bC) The any and all other Accrued Obligations not otherwise described in subsection (b)(i) above or clauses (A) and (B) of this subsection (b)(ii); and
(iii) Executive shall receive the following additional benefits:
(A) if Executive elects medical or dental coverage under the Company's group medical or dental plans pursuant to Section 4980B of the Code ("COBRA Coverage"), the Company shall reimburse Executive, promptly pay or reimburse upon request by Executive, an amount equal to the Executive any costs and expenses (and moving and relocation expensesremainder, if otherwise agreed to by any, resulting from the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier subtraction of (1) the date monthly medical and/or dental premium paid each month by Executive for COBRA Coverage during the first twelve (12) months of such COBRA Coverage (or during such shorter period that COBRA Coverage for Executive becomes eligible for any comparable medicalis in effect), dental, or vision coverage provided by any other employer, from (2) the date medical and/or dental premium paid by Executive for the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such last month of coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the group medical or dental plans immediately before Executive's employment had not with the Company was terminated, ; and
(B) such individual outplacement service as is appropriate for Executive's position for up to 24 months after termination of employment for a period of ten cost not to exceed $15,000; and
(10C) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may assistance to Executive to be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or a "Big Five" accounting firm selected by the Company Without Cause (or other than in connection with a Change in Control as described in Section 6.5) mutually agreeable accounting firm for federal and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria state income tax planning and federal and state income tax return preparation for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period the calendar year in which such termination of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof)employment occurred.
Appears in 1 contract
Good Reason; Without Cause. If this Agreement the Employment Term is terminated by Executive pursuant to Section 3.03(a), or if the Company terminates the Employment Term other than pursuant to Section 3.01(b) or 3.02(a), the Company shall pay to or on behalf of Executive, as Executive’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, for such termination, which Executive acknowledges to be fair and reasonable, the following amounts set forth in this Section 4.02:
(a) Executive’s accrued but unpaid Base Salary through the date of termination (plus accrued and unpaid expenses reimbursable in accordance with Section 2.06);
(b) an amount equal to Executive’s Base Salary (not including any bonus payable) as of the date of such termination for the greater of (i) twenty four (24) months after such termination or (ii) the remainder of the Employment Term, in either case payable in accordance with the Company’s regular payroll procedures; and
(c) an amount equal to the product of the Pro-Rata Term (as defined below) multiplied by the amount of any incentive compensation that would have been earned by Executive for Good Reason under the Company’s short-term incentive bonus program (the “Accrued Bonus”) had Executive remained employed by the Company through the end of the Company’s fiscal year in which the Employment Term is actually terminated by Executive pursuant to Section 3.03(a) or by the Company Without Cause (other than in connection with a Change in Control as described in pursuant to Section 6.5):
(a3.01(b) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Terminationor 3.02(a), any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment payable within thirty (30) days after the Date of Termination;
(2) an amount equal to three (3) times the sum of the Executive's Base Salary (as in effect on the Date end of Termination) plus the Executive's Targeted Annual Incentive Compensation for the such fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Terminationyear, provided that such payments shall cease immediately if solely for purposes of calculating the Executive violates any amount of his Continuing Obligations; andthe Accrued Bonus (and not for purposes of calculating the Pro-Rata Term):
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1i) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination Employment Term will be deemed to have been in contemplation terminated effective as of the Executive's Retirementfirst day of the Company’s fiscal year immediately following the fiscal year in which the Employment Term is actually terminated (i.e., any “period of service” or similar requirements shall be deemed to have been satisfied);
(ii) Executive will be deemed to have satisfied all qualitative goals established for Executive under the Company’s short-term incentive bonus program, as then in effect at the time the Employment Term is actually terminated; and
(iii) the Board shall determine whether and the rights and obligations amount by which all quantitative goals established for Executive under the Company’s short-term incentive bonus program, as then in effect at the time the Employment Term is actually terminated, have been satisfied as of the parties shall be governed by Section 6.4 rather than this Section 6.3end of the fiscal year in which the Employment Term is actually terminated.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Samples: Employment Agreement (Azz Inc)
Good Reason; Without Cause. If If, during the Employment Period, the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason, or if the Company fails to renew or extend this Agreement is terminated either by upon expiration of the Employment Period, the Company shall have no further obligations to the Executive for Good Reason under this Agreement or by the Company Without Cause (otherwise other than in connection with a Change in Control as described in Section 6.5):
(a) The Company shall to pay or provide to the Executive the following amounts:amounts and benefits (provided the Executive has executed, delivered to the Company and not revoked a general release of claims against the Company in a form satisfactory to the Company (the “Release”) and subject to Section 8(h) hereof):
(1i) any An amount equal to Executive’s unpaid portion of the Executive's Annual Base Salary (as in effect on the Date of Termination) for services through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;
(2ii) an amount equal to three two (32) times his compensation (salary and bonus) during the sum preceding year (the “Severance Payment”), and if such termination occurs in the first year of employment, the Executive's Base Salary Severance Payment shall be $2.2 million dollars;
(iii) full vesting as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, of Executive’s Stock Option Awards (as defined in bi-weekly installments over a three (3Section 3(c) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates hereof) and any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the other equity awards granted to Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary continued exercisability of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
outstanding options for twelve (d12) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years months following the Date of Termination (or, if less, for but in no event beyond the remainder original term of the stated terms of options);
(iv) continued participation until the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as second anniversary of the Date of Termination shall be prorated in all Company medical and dental plans in which the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, his eligible dependents were participating immediately prior to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, subject to offset as set forth in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification AgreementSection 8 hereof).;
(fv) All other obligations of the Company and rights of as long as the Executive hereunder shall terminate effective as uses such services prior to the first anniversary of the Date of Termination, up to $25,000 in outplacement services; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.and
(gvi) Notwithstanding anything to the contrarypayment of other amounts, entitlements or benefits, if this Agreement is terminated either by the Executive for Good Reason any, in accordance with applicable plans, programs, arrangements or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year agreements of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3Company.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Good Reason; Without Cause. If Executive terminates -------------------------- Executive's employment under this Agreement is terminated either by the Executive for with Good Reason pursuant to Section 4.2(b) or by 4.2(d), or if the Company Without terminates Executive's employment without Cause (and pursuant to Section 4.1 or 4.2(a), then Executive's employment with the Company shall terminate, and in lieu of any other than in connection with a Change in Control as described in Section 6.5):severance benefit that would otherwise be payable to Executive:
(ai) The the Company shall pay to Executive all Accrued Obligations in accordance with the Executive plans, programs or agreements under which the Accrued Obligations were earned; and
(ii) the Company shall, in addition, pay the aggregate of the following amountsamounts to Executive in one lump sum within ninety (90) days after the effective date of such termination or, if required by Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), as of the first business day six months and a day following Executive's termination of employment:
(A) an amount equal to: (I) if the termination of employment occurs prior to the one-year anniversary of the Employment Date, the sum of (x) one (1) any unpaid portion of the times Executive's Base Salary (as in effect on at the Date time of Termination) through the Date of Termination, such termination (but prior to giving effect to any unpaid portion of the Annual Incentive Compensation previously awarded to the Executivereduction therein which precipitated such termination), and (y) one times Executive's target bonus (at 100% of plan) for the calendar year in which such termination occurred; (I) otherwise, the sum: of (x) two (2) times Executive's Base Salary in effect at the time of such termination (but prior to giving effect to any accrued but unpaid Vacation Time as reduction therein which precipitated such termination), and (y) two times Executive's target bonus (at 100% of plan) for the Date of Termination, calendar year in a lump sum cash payment within thirty (30) days after the Date of Terminationwhich such termination occurred;
(2B) provided that the termination of employment occurs after December 31, 2005, the pro-rata share of Executive's target bonus (at 100% of plan) for the Performance Period in which such termination occurred based upon the proportion that the number of complete months in such Performance Period up to the date of termination bears to the complete Performance Period;
(C) if Executive elects medical or dental coverage under the Company's group medical or dental plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended ("Code") ("COBRA Coverage"), the Company shall reimburse Executive, promptly upon request by Executive (upon presentation of reasonable documentation showing prior payment), an amount equal to three the premium paid each month by Executive for COBRA Coverage during the eighteen (318) times the sum months of the such COBRA Coverage;
(D) such individual outplacement service as is appropriate for Executive's Base Salary (as in effect on the Date position for up to 24 months after termination of Termination) plus the Executive's Targeted Annual Incentive Compensation employment for the fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligationscost not to exceed $15,000; and
(3E) in the case of compensation previously deferred assistance to Executive to be provided by the Executive, all amounts of such compensation previously deferred and not yet paid a nationally recognized accounting firm selected by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the or other mutually agreeable accounting firm for federal and state income tax preparation for Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder calendar year in which such termination of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIPemployment occurs.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Samples: Employment Agreement (Cenveo, Inc)
Good Reason; Without Cause. If this Agreement is shall be terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):Cause:
(a) The the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:
(1) any unpaid portion of if not theretofore paid, the Executive's Base Salary (as in effect 9 10 on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) in an amount equal to three (3) times the sum largest Annual Bonus paid to the Executive out of the Executive's Base Salary (as in effect on last three fiscal years preceding the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).Company;
(b) The the Company shall shall, promptly upon submission by the Executive of supporting, documentation, pay or reimburse to the Executive any costs and expenses (and including, moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.; and
(c) The until the expiration of the Employment Period pursuant to Section 3 hereof or of the 12 month period commencing on the Date of Termination, whichever is longer, the Company shall continue providing medical, dental, and/or vision coverage benefits to the Executive and/or the Executive's spouse and dependents, family at least equal to that those which would have been provided to the Executive them under Section 4.7 if the Executive's employment had not been terminated, until ; provided that if subsequent to the earlier Date of (1) the date Termination the Executive becomes eligible for an employee, consultant, agent, officer or director of any comparable medicalperson or business entity that competes with, dentaldirectly or indirectly, or vision coverage provided by any other employerthe Company, then the obligations of the Company under this subparagraph will terminate in all respects as of the date such relationship commences; and
(2d) the date Company shall pay to the Executive becomes eligible for Medicare or any similar governmentExecutive, in equal semi-sponsored or provided health care program monthly installments the greater of (whether or not such coverage is equivalent to i) that provided by the Company), or (3) the fifth anniversary portion of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles Base Salary (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
) owing, in respect of the balance of the Employment Period pursuant to Section 3 hereof or (gii) Notwithstanding anything the Executive's Base Salary (as in effect on the Date of Termination); provided that if subsequent to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year the Executive becomes an employee, consultant, agent, officer or director of any person or business entity that competes with, directly or indirectly, the Company then the obligations of the Company under this subparagraph will terminate in all respects as of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3such relationship commences.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):
(a) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Termination, and any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) an amount equal to three two (32) times the sum of the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three two (32) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 25,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If this Agreement the Employment Term is terminated by Executive pursuant to Section 3.03(a), or if the Company terminates the Employment Term other than pursuant to Section 3.01(b) or 3.02(a), the Company shall pay to or on behalf of Executive, as Executive’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, for such termination, which Executive acknowledges to be fair and reasonable, the following amounts set forth in this Section 4.02:
(a) Executive’s accrued but unpaid Base Salary through the date of termination (plus accrued and unpaid expenses reimbursable in accordance with Section 2.06);
(b) an amount equal to Executive’s Base Salary (not including any bonus payable) as of the date of such termination for the greater of (i) twenty four (24) months or (ii) the remainder of the Employment Term, in either case payable in accordance with the Company’s regular payroll procedures beginning sixty (60) days after the date of termination; and
(c) an amount equal to the product of the Pro-Rata Term (as defined below) multiplied by the amount of any incentive compensation that would have been earned by Executive for Good Reason under the Company’s annual cash incentive bonus program (the “Accrued Bonus”) had Executive remained employed by the Company through the end of the Company’s fiscal year in which the Employment Term is actually terminated by Executive pursuant to Section 3.03(a) or by the Company Without Cause (other than in connection with a Change in Control as described in pursuant to Section 6.5):
(a3.01(b) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Terminationor 3.02(a), any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment payable within thirty (30) days after the Date of Termination;
(2) an amount equal to three (3) times the sum of the Executive's Base Salary (as in effect on the Date end of Termination) plus the Executive's Targeted Annual Incentive Compensation for the such fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Terminationyear, provided that such payments shall cease immediately if solely for purposes of calculating the Executive violates any amount of his Continuing Obligations; andthe Accrued Bonus (and not for purposes of calculating the Pro-Rata Term):
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1i) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination Employment Term will be deemed to have been in contemplation terminated effective as of the Executive's Retirementfirst day of the Company’s fiscal year immediately following the fiscal year in which the Employment Term is actually terminated (i.e., any “period of service” or similar requirements shall be deemed to have been satisfied);
(ii) Executive will be deemed to have satisfied all qualitative goals established for Executive under the Company’s annual cash incentive bonus program, as then in effect at the time the Employment Term is actually terminated; and
(iii) the Board shall determine whether and the amount by which all quantitative goals established for Executive under the Company’s annual cash incentive bonus program, as then in effect at the time the Employment Term is actually terminated, have been satisfied as of the end of the fiscal year in which the Employment Term is actually terminated. As used herein, the term “Pro Rata Term” shall mean a fraction, the numerator of which is the number of days during which the Employment Term remained in effect during the Company’s fiscal year in which the Employment Term is terminated by Executive pursuant to Section 3.03(a) or by the Company other than pursuant to Section 3.01(b) or 3.02(a) and the denominator of which is three hundred sixty five (365). Notwithstanding the foregoing, payment of the amounts described in Sections 4.02(b) and 4.02(c) shall be conditioned on the effectiveness of a full release of claims by Executive in substantially the form attached hereto as Exhibit A. Such release must be executed by Executive and delivered to the Company, and must have become irrevocable, no later than the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3date on which such payments are to commence.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).”
Appears in 1 contract
Samples: Employment Agreement (Azz Inc)
Good Reason; Without Cause. If this Agreement is terminated either by Subject to the Executive’s execution of the “Waiver and Release” attached hereto as Exhibit A (the “Waiver and Release”) no later than 60 days after the Date of Termination, if, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):Reason:
(ai) The the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination (or, if later, five days after the effective date of the Waiver and Release), the aggregate of the following amounts:
A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any unpaid portion annual incentive payment earned by the Executive for a prior award period to the extent not theretofore paid and not theretofore deferred, (3) any accrued and unused vacation pay and (4) any business expenses incurred by the Executive that are unreimbursed as of the Date of Termination (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”);
B. the product of (1) the Target Incentive Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Incentive Payment”); provided, however, in the event that (x) the Executive is a “covered employee” within the meaning of Section 162(m) of the Code (a “Covered Employee”) during the fiscal year of the Company in which the Date of Termination occurs and (y) the Executive's ’s termination of employment occurs after the “Reliance Period” as determined pursuant to Treasury Regulation Section 1.162-27(f)(2) (the “162(m) Reliance Period”), the Pro-Rata Incentive Payment shall (i) be determined based on the Company’s actual performance for the fiscal year of the Company in which the Date of Termination occurs on the same basis as other executive officers and (ii) be paid at such time as the Company otherwise makes incentive payments for such fiscal year;
C. the amount equal to two times the sum of (1) the Executive’s Annual Base Salary and (2) the Target Incentive Payment (the “Severance Payment”); and
(ii) notwithstanding anything to the contrary contained in any stock incentive plan or grant or award agreement, as applicable (collectively, the “Equity Benefits”):
A. In the event that the Executive is not a Covered Employee during the fiscal year of the Company in which the Date of Termination occurs, all stock options, restricted stock, restricted stock units and other equity-based compensation awards outstanding as of the Date of Termination and held by the Executive (including, without limitation, any equity awards granted to the Executive in connection with the IPO and any Annual LTI Awards) shall vest in full and all restrictions thereon shall lapse (provided that any delays in payment or settlement set forth in such grant or award agreements that are required under Section 409A of the Code shall remain effective), and all stock options shall remain exercisable for the remainder of their full term;
B. In the Event that the Executive is a Covered Employee during the fiscal year of the Company in which the Date of Termination occurs:
(1) all stock options outstanding as of the Date of Termination and held by the Executive (including, without limitation, any stock options granted to the Executive in connection with the IPO and any Annual LTI Awards) shall vest in full and become immediately exercisable for the remainder of their full term;
(2) all equity-based compensation awards other than stock options (including, without limitation, any such awards granted to the Executive in connection with the IPO and any Annual LTI Awards) that are outstanding as of the Date of Termination and held by the Executive which (i) were granted to the Executive prior to or during 162(m) Reliance Period or (ii) which were granted after the 162(m) Reliance Period and are not intended to be “qualified performance-based compensation” within the meaning of Treasury Regulation Section 1.162-27(e) (such awards, “Qualified Performance Awards”) shall vest in full and all restrictions thereon shall lapse (provided that any delays in payment or settlement set forth in such grant or award agreements that are required under Section 409A of the Code shall remain effective); and
(3) all equity-based compensation awards other than stock options (including, without limitation, any stock options granted to the Executive in connection with the IPO and any Annual LTI Awards) that are outstanding as of the Date of Termination and held by the Executive which (i) were granted to the Executive after the 162(m) Reliance Period and (ii) are intended to be Qualified Performance Awards shall remain outstanding and shall continue to vest (or be forfeited) in accordance with the terms of the applicable award agreement.
(iii) the Company shall provide the Executive and his eligible dependents with continued health care benefits under the Company’s health care benefits program for two years following the Date of Termination (such continued health care benefits, the “Medical Benefits”) as follows: (A) during the first 18 months following the Date of Termination (the “Initial Benefits Continuation Period”) such health care benefits shall be provided at the Company’s sole expense consistent with the Company’s practice under the Company’s severance plan (as in effect on the Effective Date); and (B) during the six-month period immediately following the Initial Benefits Continuation Period (but not beyond the Executive’s attainment of age 65) (the “Subsequent Benefits Continuation Period”), such health care benefits shall be provided under the Company’s plans, programs, practices and policies providing health care benefits in the manner required by Section 4980B of the Code or other applicable law (“COBRA Coverage”), as if the Executive’s employment with the Company had terminated as of the end of the Initial Benefits Continuation Period, and the Company shall take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section 6(a)(iii) and to cause the period of COBRA Coverage under the Company’s health care benefit plans to commence at the end of the Initial Benefits Continuation Period. The Executive shall be responsible for the payment of any COBRA premium during the Subsequent Benefits Continuation Period, provided that the Company shall make a lump sum payment to the Executive within ten days of the end of the Initial Benefits Continuation Period (unless the Executive has theretofore died) equal to the cost of such premiums, plus an income tax gross-up thereon so that the Executive retains an amount equal to the cost of such premiums; and
(iv) the Executive shall vest in full in the sign-on bonus paid to the Executive pursuant to the Letter Agreement by and between the Executive and the Company, dated as of June 20, 2007, and such sign-on bonus shall be nonforfeitable (the “Prior Letter Agreement”);
(v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and the Affiliated Entities through the Date of Termination, and, to the extent the Executive satisfies any “retirement” based rule of any of the foregoing that provides for more beneficial treatment to the Executive, the Executive shall be afforded such more beneficial treatment (such other amounts and benefits and such more beneficial treatment shall be hereinafter referred to as the “Other Benefits”). Notwithstanding the foregoing provisions of this Section 6(a), in the event that the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) through (a “Specified Employee”), the Date of TerminationSeverance Payment and, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of extent (i) the Date of Termination, in Executive is not a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) an amount equal to three (3) times the sum of the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation Covered Employee for the fiscal year during of the Company in which the Date of Termination occursoccurs and (ii) such termination occurs during the 162(m) Reliance Period, in bithe Pro-weekly installments over a three (3) year period following the Date of Termination, provided that such payments Rata Incentive Payment shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by instead be paid to the Executive, all amounts with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty Code (30“Interest”) days on the first business day after the Date of Termination (unless such payment date that is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if six months following the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to ’s “separation from service” within the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under meaning of Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary 409A of the Executive's Date of Termination; provided that such coverage shall cease immediately if Code (the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests“Delayed Payment Date”). Notwithstanding any contrary provision the foregoing provisions of this Section 6(a) or anything in this Agreement to the LTIPcontrary, the Executive's Awards for Medical Benefits that are not non-taxable medical benefits, “disability pay” or “death benefit” plans within the Performance Cycles (as defined in the LTIPmeaning of Treasury Regulation Section 1.409A-1(a)(5) in effect as of the Date of Termination shall be prorated provided and administered in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), which requires that (i) the manner described amount of such benefits provided during one taxable year shall not affect the amount of such benefits provided in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insuranceany other taxable year, if any, except that to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case benefits consist of the Indemnification Agreement, for such longer term as may be provided for reimbursement of expenses referred to in the Indemnification Agreement).
(fSection 105(b) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; providedCode, howevera maximum, that except as otherwise specifically modified by if provided under the terms of this Agreement the plan providing such Medical Benefit, may be imposed on the amount of such reimbursements over some or all of the period in which such benefit is to be provided to the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Treasury Regulation Section 6.51.409A-3(i)(iv)(B), (ii) and to the Date extent that any such benefits consist of Termination is within one (1) year reimbursement of eligible expenses, such reimbursement must be made on or before the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation last day of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) ’s taxable year following the Date of Termination, provided that taxable year in which the cost of expense was incurred and (iii) no such services shall not exceed $50,000 (or such higher amount as benefit may be approved by liquidated or exchanged for another benefit (such treatment, the Board of Directors (or a committee thereof“409A Medical Benefits Treatment”).
Appears in 1 contract
Samples: Employment Agreement (Visa Inc.)
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):Cause:
(a) The the Company shall pay to the Executive Executive, in a lump sum cash payment within 30 days after the Date of Termination, the aggregate of the following amounts:
(1) any unpaid portion of if not theretofore paid, the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) an amount equal to the largest Annual Bonus paid to the Executive out of the last three (3) times fiscal years preceding the sum Date of Termination (or, in the event no Annual Bonus has been paid to the Executive, a pro-rated portion of the targeted percentage of the Executive's Base Salary (as described in effect on the Date Section 4.2 of Termination) plus the Executive's Targeted Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligationsthis Agreement); and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plancompensation).
(b) The the Company shall shall, promptly upon submission by the Executive of supporting documentation, pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writingCompany) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.; and
(c) The for a period of five (5) years, the Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, family at least equal to that which would have been provided to the Executive them under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that any such coverage shall cease immediately if the Executive obtains any other medical, dental, or vision coverage through another employer's health plan or the Executive violates any of his Continuing Obligationsthe applicable provisions of Article 11.
(d) The Executive the Company shall pay to the Executive, in equal semi-monthly installments, the greater of (or i) that portion of the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles Base Salary (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contraryowing, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year respect of the date on which balance of the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Employment Period pursuant to Section 6.4(d)(13 hereof or (ii) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
Base Salary (h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following as in effect on the Date of Termination, ); provided that such payments shall cease immediately if the cost Executive violates any applicable provision of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof)Article 11.
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If (i) this Agreement is shall be terminated either by the Executive Employee for Good Reason or by the Company Without Cause and (other than in connection with ii) a Hostile Change in of Control as described in Section 6.5):of the Company has not occurred within the two-year period preceding the Date of Termination:
(a) The the Company shall pay to the Executive Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:
(1) any unpaid portion if not theretofore paid, the amount of the ExecutiveEmployee's Base Salary (as in effect on the Date of Termination) through the Date of TerminationTermination and the bonus payable under Section 4.3, any unpaid if any, plus the amount of the Base Salary that would have been paid to the Employee under this Agreement from the Date of Termination through the expiration of the initial term provided, however, that for purposes of this Section 6.3(a)(1), the remaining portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Terminationinitial term shall not be less than three years;
(2) an amount equal the product of (x) the Annual Bonus paid to three (3) times the sum of the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation Employee for the last full fiscal year during which preceding the Date of Termination occurs, in bi-weekly installments over a three and (3y) year period following the fraction obtained by dividing (i) the number of days between the Date of Termination, provided that such payments shall cease immediately if Termination and the Executive violates any last day of his Continuing Obligationsthe last full fiscal year preceding the Date of Termination and (ii) 365; and
(3) in the case of compensation previously deferred by the ExecutiveEmployee, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).Company;
(b) The the Company shall promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Executive Employee any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive Employee which would have been payable under Section 4.8 of this Agreement if the ExecutiveEmployee's employment had not terminated.; and
(c) The until the expiration of the Initial Term or any renewal period pursuant to Section 3 hereof (such period is sometimes referred to herein as the "Unexpired Term") or of the 12-month period commencing on the Date of Termination, whichever is longer, the Company shall continue providing medical, dental, and/or vision coverage benefits to the Executive Employee and/or the ExecutiveEmployee's spouse and dependents, family at least equal to that those which would have been provided to the Executive them under Section 4.7 4.8 if the ExecutiveEmployee's employment had not been terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or all loans made to the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all Employee under Section 4.2 of the rights Agreement shall be immediately forgiven and interests awarded the Company shall pay to the Executive under Employee a lump sum equal to the Company's stock plans, as if the Executive were still employed amount of taxes payable by the Company, for Employee as a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost result of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof)forgiveness.
Appears in 1 contract
Samples: Executive Employment Agreement (Recycling Industries Inc)
Good Reason; Without Cause. If this Agreement is shall be terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):Cause:
(a) The the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:
(1) any unpaid portion of if not theretofore paid, the Executive's Base Salary (as in effect 9 10 on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) in an amount equal to three (3) times the sum largest Annual Bonus paid to the Executive out of the Executive's Base Salary (as in effect on last three fiscal years preceding the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).Company;
(b) The the Company shall shall, promptly upon submission by the Executive of supporting, documentation, pay or reimburse to the Executive any costs and expenses (and including, moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.; and
(c) The until the expiration of the Employment Period or any renewal period pursuant to Section 3 hereof or of the 12 month period commencing on the Date of Termination, whichever is longer, the Company shall continue providing medical, dental, and/or vision coverage benefits to the Executive and/or the Executive's spouse and dependents, family at least equal to that those which would have been provided to the Executive them under Section 4.7 if the Executive's employment had not been terminated, until ; provided that if subsequent to the earlier Date of (1) the date Termination the Executive becomes eligible for an employee, consultant, agent, officer or director of any comparable medicalperson or business entity that competes with, dentaldirectly or indirectly, or vision coverage provided by any other employerthe Company, then the obligations of the Company under this subparagraph will terminate in all respects as of the date such relationship commences; and
(2d) the date Company shall pay to the Executive becomes eligible for Medicare or any similar governmentExecutive, in equal semi-sponsored or provided health care program monthly installments the greater of (whether or not such coverage is equivalent to i) that provided by the Company), or (3) the fifth anniversary portion of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles Base Salary (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
) owing, in respect of the balance of the Employment Period pursuant to Section 3 hereof or (gii) Notwithstanding anything the Executive's Base Salary (as in effect on the Date of Termination); provided that if subsequent to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year the Executive becomes an employee, consultant, agent, officer or director of any person or business entity that competes with, directly or indirectly, the Company then the obligations of the Company under this subparagraph will terminate in all respects as of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3such relationship commences.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):Cause:
(a) The the Company shall pay to the Executive Executive, in a lump sum cash payment within 30 days after the Date of Termination, the aggregate of the following amounts:
(1) any unpaid portion of if not theretofore paid, the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) an amount equal to the largest Annual Bonus paid to the Executive out of the last three (3) times the sum of the Executive's Base Salary (as in effect on fiscal years preceding the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plancompensation).
(b) The the Company shall shall, promptly upon submission by the Executive of supporting documentation, pay or reimburse to the Executive any costs and expenses (and including moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.; and
(c) The until the Executive obtains other health coverage through another employer's health plan or, if longer, for a period of five (5) years, the Company shall continue providing medical, dental, and/or vision health coverage to the Executive and/or the Executive's spouse and dependents, family at least equal to that which would have been provided to the Executive them under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that any such coverage shall cease immediately if the Executive violates any of his Continuing Obligationsthe applicable provisions of Article 11.
(d) The Executive the Company shall pay to the Executive, in equal semi-monthly installments, the greater of (or i) that portion of the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles Base Salary (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contraryowing, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year respect of the date on which balance of the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Employment Period pursuant to Section 6.4(d)(13 hereof or (ii) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
Base Salary (h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following as in effect on the Date of Termination, ); provided that such payments shall cease immediately if the cost Executive violates any applicable provision of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof)Article 11.
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):) and the Executive has a Termination of Employment:
(a) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's ’s Base Salary (as in effect on the Date of Termination) through owed as of the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time Paid Leave as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;; and
(2) an amount equal to three (3) times the sum of the Executive's ’s Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted ’s Target Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in substantially equal bi-weekly installments over a beginning as of the first payroll date immediately following the six (6) month anniversary of the Date of Termination and continuing until the first payroll date immediately following the three (3) year period anniversary of the Date of Termination; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive in a lump sum cash payment within (90) days after the Date of Termination any costs and expenses (and including moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's ’s employment had not terminated, provided that the Executive (or his estate) provides proper documentation of such costs and expenses within thirty (30) days after the Date of Termination.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's ’s spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's ’s employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's ’s Date of Termination; provided that such coverage shall cease immediately if (i) the benefits provided during the Executive’s taxable year may not affect the benefits provided to the Executive violates in any other taxable year (except as permitted under Section 409A), (ii) reimbursement of his Continuing Obligationsany eligible expenses must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and (iii) the right to such continued coverage is not subject to liquidation or exchange for another benefit.
(d) The Executive (or the Executive's ’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's ’s stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's ’s Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's ’s directors' ’ and officers' ’ liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Indemnity Agreement with the Company, as if the Executive's ’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Indemnity Agreement, for such longer term as may be provided for in the Indemnification Indemnity Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's ’s choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
(g) All other obligations of the Company and rights of the Executive hereunder (except those described in Section 6.8 of this Agreement) shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):) and the Executive has a Termination of Employment:
(a) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's ’s Base Salary (as in effect on the Date of Termination) through owed as of the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time Paid Leave as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;; and
(2) an amount equal to three two (32) times the sum of the Executive's ’s Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted ’s Target Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in substantially equal bi-weekly installments over a three beginning as of the first payroll date immediately following the six (36) month anniversary of the Date of Termination and continuing until the first payroll date immediately following the two (2) year period anniversary of the Date of Termination; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive in a lump sum cash payment within ninety (90) days after the Date of Termination any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's ’s employment had not terminated, provided that the Executive (or his estate) provides proper documentation of such costs and expenses within thirty (30) days after the Date of Termination.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's ’s spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's ’s employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's ’s Date of Termination; provided that such coverage shall cease immediately if (i) the benefits provided during the Executive’s taxable year may not affect the benefits provided to the Executive violates in any other taxable year (except as permitted under Section 409A), (ii) reimbursement of his Continuing Obligationsany eligible expenses must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and (iii) the right to such continued coverage is not subject to liquidation or exchange for another benefit.
(d) The Executive (or the Executive's ’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's ’s stock plans, as if the Executive were still employed by the Company, for a period of three two (32) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's ’s Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's ’s directors' ’ and officers' ’ liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Indemnity Agreement with the Company, as if the Executive's ’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Indemnity Agreement, for such longer term as may be provided for in the Indemnification Indemnity Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's ’s choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
(g) All other obligations of the Company and rights of the Executive hereunder (except those described in Section 6.8 of this Agreement) shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If this Agreement is terminated either by Subject to the Executive's execution of the "Waiver and Release" attached hereto as Exhibit A (the "Waiver and Release") no later than 30 days after the Date of Termination, if, during the Employment Period, the Company shall terminate the Executive's employment without Cause or the Executive shall terminate employment for Good Reason or by Reason, the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):
(a) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum in cash payment within thirty (30) 30 days after the Date of Termination;
(2) an amount equal to three (3) times the sum of the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if lesslater, for five days after the remainder effective date of the stated terms Waiver and Release), the aggregate of the rights and interests). Notwithstanding any contrary provision following amounts:
A. the sum of the LTIP, (1) the Executive's Awards Annual Minimum Salary due through the Date of Termination to the extent not theretofore paid, (2) any annual incentive payment earned by the Executive for a prior period to the Performance Cycles extent not theretofore paid and not theretofore deferred, (as defined in 3) any accrued and unused vacation pay and (4) any business expenses incurred by the LTIP) in effect Executive that are unreimbursed as of the Date of Termination (the sum of the amounts described in clauses (1)-(4), shall be prorated in hereinafter referred to as the manner described in Section 8(a"Accrued Obligations");
(1) the balance of Executive's Annual Minimum Salary from the Date of Termination through the end of the LTIP.
next anniversary of Executive's Effective Date of employment but in no event shall the amount be less than three (e3) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if months of the Executive's employment had not terminatedAnnual Minimum Salary and (2) the Incentive Payment (1 and 2 collectively, for the "Severance Payment"); and
C. The product of (1) the Incentive Payment and (2) a period fraction, the numerator of ten (10) years following his which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective occurs as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations denominator of which is 365 (the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof"Pro-Rata Incentive Payment").
Appears in 1 contract
Samples: Employment Agreement (PureSafe Water Systems, Inc.)
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):
(a) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's Base Salary (as in effect on the Date of Termination) through owed as of the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time Paid Leave as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;; and
(2) an amount equal to three two (32) times the sum of the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Target Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three two (32) year period following the Executive's Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and including moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three two (32) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Indemnity Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Indemnity Agreement, for such longer term as may be provided for in the Indemnification Indemnity Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):Cause:
(a) The the Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;, the aggregate of the following amounts:
(21) an amount equal to three (3) times the sum of if not theretofore paid, the Executive's ’s Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation for the fiscal year during which through the Date of Termination occurs, in bi-weekly installments over a Termination;
(2) an amount equal to the largest Annual Bonus paid to the Executive out of the last three (3) year period following fiscal years preceding the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plancompensation).
(b) The the Company shall shall, promptly upon submission by the Executive of supporting documentation, pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writingCompany) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's ’s employment had not terminated.;
(c) The the Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents’s family, at least equal to that which would have been provided to the Executive them under Section 4.7 if the Executive's ’s employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable other medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent equal to that provided by the Company), ) provided by any other employer or (32) the fifth anniversary of the Executive's ’s Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.the applicable provisions of Article 11; and
(d) The Executive (or the Company shall pay to the Executive's estate, as in equal semi-monthly installments, the case may begreater of (1) shall continue to vest and, if applicable, continue to be permitted to exercise, all that portion of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles ’s Base Salary (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contraryowing, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year respect of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation balance of the Employment Period pursuant to Section 3 hereof or (2) the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
’s Base Salary (h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following as in effect on the Date of Termination, ); provided that such payments shall cease immediately if the cost Executive violates any applicable provision of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof)Article 11.
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If this Agreement is terminated either by Subject to the Executive’s execution of the “Waiver and Release” attached hereto as Exhibit A (the “Waiver and Release”) no later than 60 days after the Date of Termination, if, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):Reason:
(ai) The the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination (or, if later, five days after the effective date of the Waiver and Release), the aggregate of the following amounts:
A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any unpaid portion annual incentive payment earned by the Executive for a prior award period to the extent not theretofore paid and not theretofore deferred, (3) any accrued and unused vacation pay and (4) any business expenses incurred by the Executive that are unreimbursed as of the Date of Termination (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”);
B. the product of (1) the Target Incentive Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Incentive Payment”); provided, however, in the event that (x) the Executive is a “covered employee” within the meaning of Section 162(m) of the Code (a “Covered Employee”) during the fiscal year of the Company in which the Date of Termination occurs and (y) the Executive's ’s termination of employment occurs after the “Reliance Period” as determined pursuant to Treasury Regulation Section 1.162-27(f)(2) (the “162(m) Reliance Period”), the Pro-Rata Incentive Payment shall (i) be determined based on the Company’s actual performance for the fiscal year of the Company in which the Date of Termination occurs on the same basis as other executive officers and (ii) be paid at such time as the Company otherwise makes incentive payments for such fiscal year;
C. the amount equal to two times the sum of (1) the Executive’s Annual Base Salary and (2) the Target Incentive Payment (the “Severance Payment”); and
(ii) notwithstanding anything to the contrary contained in any stock incentive plan or grant or award agreement, as applicable (collectively, the “Equity Benefits”):
A. In the event that the Executive is not a Covered Employee during the fiscal year of the Company in which the Date of Termination occurs, all stock options, restricted stock, restricted stock units and other equity-based compensation awards outstanding as of the Date of Termination and held by the Executive (including, without limitation, any equity awards granted to the Executive in connection with the IPO and any Annual LTI Awards) shall vest in full and all restrictions thereon shall lapse (provided that any delays in payment or settlement set forth in such grant or award agreements that are required under Section 409A of the Code shall remain effective), and all stock options shall remain exercisable for the remainder of their full term;
B. In the Event that the Executive is a Covered Employee during the fiscal year of the Company in which the Date of Termination occurs:
(1) all stock options outstanding as of the Date of Termination and held by the Executive (including, without limitation, any stock options granted to the Executive in connection with the IPO and any Annual LTI Awards) shall vest in full and become immediately exercisable for the remainder of their full term;
(2) all equity-based compensation awards other than stock options (including, without limitation, any such awards granted to the Executive in connection with the IPO and any Annual LTI Awards) that are outstanding as of the Date of Termination and held by the Executive which (i) were granted to the Executive prior to or during 162(m) Reliance Period or (ii) which were granted after the 162(m) Reliance Period and are not intended to be “qualified performance-based compensation” within the meaning of Treasury Regulation Section 1.162-27(e) (such awards, “Qualified Performance Awards”) shall vest in full and all restrictions thereon shall lapse (provided that any delays in payment or settlement set forth in such grant or award agreements that are required under Section 409A of the Code shall remain effective); and
(3) all equity-based compensation awards other than stock options (including, without limitation, any stock options granted to the Executive in connection with the IPO and any Annual LTI Awards) that are outstanding as of the Date of Termination and held by the Executive which (i) were granted to the Executive after the 162(m) Reliance Period and (ii) are intended to be Qualified Performance Awards shall remain outstanding and shall continue to vest (or be forfeited) in accordance with the terms of the applicable award agreement.
(iii) the Company shall provide the Executive and his eligible dependents with continued health care benefits under the Company’s health care benefits program for two years following the Date of Termination (such continued health care benefits, the “Medical Benefits”) as follows: (A) during the first 18 months following the Date of Termination (the “Initial Benefits Continuation Period”) such health care benefits shall be provided at the Company’s sole expense consistent with the Company’s practice under the Company’s severance plan (as in effect on the Effective Date); and (B) during the six-month period immediately following the Initial Benefits Continuation Period (but not beyond the Executive’s attainment of age 65) (the “Subsequent Benefits Continuation Period”), such health care benefits shall be provided under the Company’s plans, programs, practices and policies providing health care benefits in the manner required by Section 4980B of the Code or other applicable law (“COBRA Coverage”), as if the Executive’s employment with the Company had terminated as of the end of the Initial Benefits Continuation Period, and the Company shall take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section 6(a)(iii) and to cause the period of COBRA Coverage under the Company’s health care benefit plans to commence at the end of the Initial Benefits Continuation Period. The Executive shall be responsible for the payment of any COBRA premium during the Subsequent Benefits Continuation Period, provided that the Company shall make a lump sum payment to the Executive within ten days of the end of the Initial Benefits Continuation Period (unless the Executive has theretofore died) equal to the cost of such premiums, plus an income tax gross-up thereon so that the Executive retains an amount equal to the cost of such premiums; and
(iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and the Affiliated Entities through the Date of Termination, and, to the extent the Executive satisfies any “retirement” based rule of any of the foregoing that provides for more beneficial treatment to the Executive, the Executive shall be afforded such more beneficial treatment (such other amounts and benefits and such more beneficial treatment shall be hereinafter referred to as the “Other Benefits”). Notwithstanding the foregoing provisions of this Section 6(a), in the event that the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) through (a “Specified Employee”), the Date of TerminationSeverance Payment and, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of extent (i) the Date of Termination, in Executive is not a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) an amount equal to three (3) times the sum of the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation Covered Employee for the fiscal year during of the Company in which the Date of Termination occursoccurs and (ii) such termination occurs during the 162(m) Reliance Period, in bithe Pro-weekly installments over a three (3) year period following the Date of Termination, provided that such payments Rata Incentive Payment shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by instead be paid to the Executive, all amounts with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty Code (30“Interest”) days on the first business day after the Date of Termination (unless such payment date that is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if six months following the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to ’s “separation from service” within the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under meaning of Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary 409A of the Executive's Date of Termination; provided that such coverage shall cease immediately if Code (the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests“Delayed Payment Date”). Notwithstanding any contrary provision the foregoing provisions of this Section 6(a) or anything in this Agreement to the LTIPcontrary, the Executive's Awards for Medical Benefits that are not non-taxable medical benefits, “disability pay” or “death benefit” plans within the Performance Cycles (as defined in the LTIPmeaning of Treasury Regulation Section 1.409A-1(a)(5) in effect as of the Date of Termination shall be prorated provided and administered in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), which requires that (i) the manner described amount of such benefits provided during one taxable year shall not affect the amount of such benefits provided in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insuranceany other taxable year, if any, except that to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case benefits consist of the Indemnification Agreement, for such longer term as may be provided for reimbursement of expenses referred to in the Indemnification Agreement).
(fSection 105(b) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; providedCode, howevera maximum, that except as otherwise specifically modified by if provided under the terms of this Agreement the plan providing such Medical Benefit, may be imposed on the amount of such reimbursements over some or all of the period in which such benefit is to be provided to the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Treasury Regulation Section 6.51.409A-3(i)(iv)(B), (ii) and to the Date extent that any such benefits consist of Termination is within one (1) year reimbursement of eligible expenses, such reimbursement must be made on or before the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation last day of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) ’s taxable year following the Date of Termination, provided that taxable year in which the cost of expense was incurred and (iii) no such services shall not exceed $50,000 (or such higher amount as benefit may be approved by liquidated or exchanged for another benefit (such treatment, the Board of Directors (or a committee thereof“409A Medical Benefits Treatment”).
Appears in 1 contract
Samples: Employment Agreement (Visa Inc.)
Good Reason; Without Cause. If If, during the Employment Period, the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason, or if the Company fails to renew or extend this Agreement is terminated either by upon expiration of the Employment Period, the Company shall have no further obligations to the Executive for Good Reason under this Agreement or by the Company Without Cause (otherwise other than in connection with a Change in Control as described in Section 6.5):
(a) The Company shall to pay or provide to the Executive the following amounts:amounts and benefits (provided the Executive has executed, delivered to the Company and not revoked a general release of claims against the Company in a form satisfactory to the Company (the “Release”) and subject to Section 8(h) hereof):
(1i) any An amount equal to Executive’s unpaid portion of the Executive's Annual Base Salary (as in effect on the Date of Termination) for services through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;
(2ii) an amount equal to three two (32) times his compensation (salary and bonus) during the sum preceding year (the “Severance Payment”), and if such termination occurs in the first year of employment, the Executive's Base Salary Severance Payment shall be $1,280,000.00 dollars;
(iii) full vesting as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, of Executive’s Stock Option Awards (as defined in bi-weekly installments over a three (3Section 3(c) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates hereof) and any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the other equity awards granted to Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary continued exercisability of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
outstanding options for twelve (d12) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years months following the Date of Termination (or, if less, for but in no event beyond the remainder original term of the stated terms of options);
(iv) continued participation until the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as second anniversary of the Date of Termination shall be prorated in all Company medical and dental plans in which the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, his eligible dependents were participating immediately prior to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, subject to offset as set forth in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification AgreementSection 8 hereof).;
(fv) All other obligations of the Company and rights of as long as the Executive hereunder shall terminate effective as uses such services prior to the first anniversary of the Date of Termination, up to $25,000 in outplacement services; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.and
(gvi) Notwithstanding anything to the contrarypayment of other amounts, entitlements or benefits, if this Agreement is terminated either by the Executive for Good Reason any, in accordance with applicable plans, programs, arrangements or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year agreements of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3Company.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Good Reason; Without Cause. If this Agreement the Employment Term is terminated by Executive pursuant to Section 3.03(a), or if the Company terminates the Employment Term other than pursuant to Section 3.01(b) or 3.02(a), the Company shall pay to or on behalf of Executive, as Executive’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, for such termination, which Executive acknowledges to be fair and reasonable, the following amounts set forth in this Section 4.02:
(a) Executive’s accrued but unpaid Base Salary through the date of termination (plus accrued and unpaid expenses reimbursable in accordance with Section 2.06);
(b) an amount equal to Executive’s Base Salary (not including any bonus payable) as of the date of such termination for the greater of (i) twenty four (24) months after such termination or (ii) the remainder of the Employment Term, in either case payable in accordance with the Company’s regular payroll procedures; and
(c) an amount equal to the product of the Pro-Rata Term (as defined below) multiplied by the amount of any incentive compensation that would have been earned by Executive for Good Reason under the Company’s annual cash incentive bonus program (the “Accrued Bonus”) had Executive remained employed by the Company through the end of the Company’s fiscal year in which the Employment Term is actually terminated by Executive pursuant to Section 3.03(a) or by the Company Without Cause (other than in connection with a Change in Control as described in pursuant to Section 6.5):
(a3.01(b) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Terminationor 3.02(a), any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment payable within thirty (30) days after the Date of Termination;
(2) an amount equal to three (3) times the sum of the Executive's Base Salary (as in effect on the Date end of Termination) plus the Executive's Targeted Annual Incentive Compensation for the such fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Terminationyear, provided that such payments shall cease immediately if solely for purposes of calculating the Executive violates any amount of his Continuing Obligations; andthe Accrued Bonus (and not for purposes of calculating the Pro-Rata Term):
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1i) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination Employment Term will be deemed to have been in contemplation terminated effective as of the Executive's Retirementfirst day of the Company’s fiscal year immediately following the fiscal year in which the Employment Term is actually terminated (i.e., any “period of service” or similar requirements shall be deemed to have been satisfied);
(ii) Executive will be deemed to have satisfied all qualitative goals established for Executive under the Company’s annual cash incentive bonus program, as then in effect at the time the Employment Term is actually terminated; and
(iii) the Board shall determine whether and the rights and obligations amount by which all quantitative goals established for Executive under the Company’s annual cash incentive bonus program, as then in effect at the time the Employment Term is actually terminated, have been satisfied as of the parties shall be governed by Section 6.4 rather than this Section 6.3end of the fiscal year in which the Employment Term is actually terminated.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Samples: Employment Agreement (Azz Inc)
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):) and the Executive has a Termination of Employment:
(a) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's ’s Base Salary (as in effect on the Date of Termination) through owed as of the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time Paid Leave as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;; and
(2) an amount equal to three two (32) times the sum of the Executive's ’s Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted ’s Target Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in substantially equal bi-weekly installments over a three beginning as of the first payroll date immediately following the six (36) month anniversary of the Date of Termination and continuing until the first payroll date immediately following the two (2) year period anniversary of the Date of Termination; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive in a lump sum cash payment within ninety (90) days after the Date of Termination any costs and expenses (and including moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's ’s employment had not terminated, provided that the Executive (or his estate) provides proper documentation of such costs and expenses within thirty (30) days after the Date of Termination.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's ’s spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's ’s employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's ’s Date of Termination; provided that such coverage shall cease immediately if (i) the benefits provided during the Executive’s taxable year may not affect the benefits provided to the Executive violates in any other taxable year (except as permitted under Section 409A), (ii) reimbursement of his Continuing Obligationsany eligible expenses must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and (iii) the right to such continued coverage is not subject to liquidation or exchange for another benefit.
(d) The Executive (or the Executive's ’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's ’s stock plans, as if the Executive were still employed by the Company, for a period of three two (32) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's ’s Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's ’s directors' ’ and officers' ’ liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Indemnity Agreement with the Company, as if the Executive's ’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Indemnity Agreement, for such longer term as may be provided for in the Indemnification Indemnity Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's ’s choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
(g) All other obligations of the Company and rights of the Executive hereunder (except those described in Section 6.8 of this Agreement) shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If this Agreement is terminated either by If, during the Employment Period, the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason or by and provided Section 6(b) is not applicable, the Company Without Cause (shall have no further obligations to the Executive under this Agreement or otherwise other than in connection with a Change in Control as described in Section 6.5):
(a) The Company shall to pay or provide to the Executive the following amounts:amounts and benefits (provided the Executive has executed, delivered to the Company and not revoked a general release of claims against the Company in a form satisfactory to the Company (the “Release”) and subject to Section 9(h) hereof):
(1i) any unpaid portion of the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded an amount equal to the Executive, and any accrued but ’s unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after Annual Base Salary for services through the Date of Termination;
(2ii) an amount equal to three (3) times the sum of the Executive's Annual Base Salary (as in effect on plus Target Bonus divided by 12, with such amount payable each month for 24 months following the Date of Termination;
(iii) plus the Executive's Targeted Annual Incentive Compensation for the fiscal year during which immediate vesting as of the Date of Termination occursof that portion of the Option (as defined in Section 3(c) hereof), in bi-weekly installments over a three (3) year period if any, that would have vested if the Executive had been employed on the vesting date immediately following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary continued exercisability of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all outstanding and vested portion of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, Option for a period of three twelve (312) years months following the Date of Termination (or, if less, for but in no event beyond the remainder original term of the stated terms of the rights and interestsOption). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles ;
(as defined in the LTIPiv) in effect immediate vesting as of the Date of Termination shall be prorated in of that portion of the manner described Restricted Stock Unit Award (as defined in Section 8(a3(c) hereof) that would have vested if the Executive had been employed on the vesting date immediately following the Date of Termination;
(v) continued participation until the second anniversary of the LTIP.
(e) The Date of Termination in all Company medical and dental plans in which the Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, his eligible dependents were participating immediately prior to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, subject to offset as set forth in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification AgreementSection 8 hereof).;
(fvi) All other obligations of the Company and rights of as long as the Executive hereunder shall terminate effective as uses such services prior to the first anniversary of the Date of Termination, up to $20,000 in outplacement service; providedand
(vii) payment of other amounts, howeverentitlements or benefits, that except as otherwise specifically modified by if any, in accordance with applicable plans, programs, arrangement or other agreements of the terms of this Agreement Company. In addition, the Executive's rights under the Compensation Plans and Welfare Plans Executive shall be governed by entitled to the terms and provisions of these Plans and are not necessarily severed on funds remaining, if any, in the Escrow Fund (adjusted for any returns or losses thereon) immediately following the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Good Reason; Without Cause. If this Agreement is shall be terminated -------------------------- either by the Executive Employee for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):Cause:
(a) The the Company shall pay to the Executive Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:
(1) any unpaid portion of if not theretofore paid, the ExecutiveEmployee's Base Salary (as in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) an amount equal the product of (x) the Annual Bonus paid to three (3) times the sum of the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation Employee for the last full fiscal year during which preceding the Date of Termination occurs, in bi-weekly installments over a three and (3y) year period following the fraction obtained by dividing (i) the number of days between the Date of Termination, provided that such payments shall cease immediately if Termination and the Executive violates any last day of his Continuing Obligationsthe last full fiscal year preceding the Date of Termination and (ii) 365; and
(3) in the case of compensation previously deferred by the ExecutiveEmployee, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).Company;
(b) The the Company shall shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Executive Employee any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive Employee which would have been payable under Section 4.8 SECTION 4.7 of this Agreement if the ExecutiveEmployee's employment had not terminated.; and
(c) The until the expiration of the 24-month period commencing on the Date of Termination, the Company shall (i) continue providing medical, dental, and/or vision coverage benefits to the Executive Employee and/or the ExecutiveEmployee's spouse and dependents, family at least equal to that those which would have been provided to the Executive them under Section 4.7 SECTION 4.6 if the ExecutiveEmployee's employment had not terminated, until been terminated (provided that to the earlier of (1) the date the Executive becomes eligible extent such benefits cannot be continued for any comparable medicalreason during such period (e.g., dentaldisability insurance that may not be portable), or vision coverage provided by any other employerthen the Company will pay to Employee during such period, (2) on a monthly basis, the date dollar equivalent that the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not Company had spent to keep such coverage is equivalent to insurance in place under the Company's plans during the period that provided Employee was employed by the Company), or ; and (3ii) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded pay to the Executive under Employee, in equal semi-monthly installments the CompanyEmployee's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles Base Salary (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Samples: Executive Employment Agreement (Century Maintenance Supply Inc)
Good Reason; Without Cause. If this Agreement is terminated either by If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause, or the Executive shall terminate the Executive’s employment for Good Reason or by Reason, the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):
(a) The Company shall pay or provide the Executive with the following, subject to the Executive the following amountsprovisions of Sections 5(f), 9 and 11(d) hereof:
(1i) any unpaid portion of the Executive's Base Salary (as in effect on the Date of Termination) through within thirty days following the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after equal to any unpaid Annual Base Salary through the Date of Termination;
(2ii) an a lump sum amount equal to three the product of (3A) times the sum of Target Bonus payable to the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation Executive for the fiscal year during in which the Date of Termination occurs, and (B) a fraction, the numerator of which is the number of days in bi-weekly installments over a three (3) the calendar year period following in which the Date of Termination occurs through the Date of Termination, provided that such payments shall cease immediately if and the Executive violates any denominator of his Continuing Obligations; and
(3) which is 365, payable, to the extent not previously paid, at the same time bonuses for the year in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after which the Date of Termination occurs are paid to other senior executives of the Company (unless such payment is inconsistent with either collectively, clauses 5(a)(i) and 5(a)(ii) hereof being referred to herein as the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan“Accrued Obligations”).;
(biii) The Company shall promptly pay or reimburse an amount equal to two times the sum of the Executive’s Annual Base Salary and Target Bonus, payable to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by over a two-year period in accordance with the regular payroll practices of the Company as in writingeffect from time to time;
(iv) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if subject to (A) the Executive's employment had not terminated.
’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (c“COBRA”), and (B) The Company shall continue providing medical, dental, and/or vision coverage the Executive’s continued copayment of premiums at the same level and cost to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation for the Executive, the Executive’s spouse and the Executive’s dependents in the Company, for a period ’s medical plan (to the extent permitted under applicable law and the terms of three (3such plan) years following on the same basis as such benefits were provided to the Executive immediately prior to the Date of Termination (or, if less, for the remainder then-remaining term of the stated terms of Employment Period (but not to exceed eighteen months) at the rights Company’s expense, provided that the Executive is eligible and interests). Notwithstanding any contrary provision of the LTIPremains eligible for COBRA coverage; and provided, the Executive's Awards for the Performance Cycles (as defined further, that in the LTIPevent that the Executive obtains other employment that offers medical benefits, such continuation of coverage by the Company under this Section 5(a)(iv) in effect as of shall immediately cease; and
(v) all other amounts or benefits which the Executive is eligible to receive prior to the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, pursuant to the extent such coverage is commercially feasibleterms of any plan, and under his separate Indemnification Agreement with the Companyprogram, as if the Executive's employment had not terminatedpolicy, for a period of ten (10) years following his Date of Termination (orpractice, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations contract or agreement of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans its affiliated companies (such other amounts and Welfare Plans benefits shall be governed by hereinafter referred to as the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof“Other Benefits”).
Appears in 1 contract
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):shall be
(a) The the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:
(1) any unpaid portion of if not theretofore paid, the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) in an amount equal to three (3) times the sum largest Annual Bonus paid to the Executive out of the Executive's Base Salary (as in effect on last three fiscal years preceding the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three (3) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).Company;
(b) The the Company shall shall, promptly upon submission by the Executive of supporting, documentation, pay or reimburse to the Executive any costs and expenses (and including, moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.; and
(c) The until the expiration of the Employment Period pursuant to Section 3 hereof (such period is sometimes referred to herein as the "Unexpired Term") or of the 12 month period commencing on the Date of Termination, whichever is longer, the Company shall continue providing medical, dental, and/or vision coverage benefits to the Executive and/or the Executive's spouse and dependents, family at least equal to that those which would have been provided to the Executive them under Section 4.7 if the Executive's employment had not been terminated, until ; provided that if subsequent to the earlier Date of (1) the date Termination the Executive becomes eligible for an employee, consultant, agent, officer or director of any comparable medicalperson or business entity that competes with, dentaldirectly or indirectly, or vision coverage provided by any other employerthe Company, then the obligations of the Company under this subparagraph will terminate in all respects as of the date such relationship commences; and
(2d) the date Company shall pay to the Executive becomes eligible for Medicare or any similar governmentExecutive, in equal semi-sponsored or provided health care program monthly installments the greater of (whether or not such coverage is equivalent to i) that provided by the Company), or (3) the fifth anniversary portion of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles Base Salary (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contraryowing, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year respect of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation balance of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).the
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If If, during the Employment Period, the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason, or if the Company fails to renew or extend this Agreement is terminated either by upon expiration of the Employment Period, the Company shall have no further obligations to the Executive for Good Reason under this Agreement or by the Company Without Cause (otherwise other than in connection with a Change in Control as described in Section 6.5):
(a) The Company shall to pay or provide to the Executive the following amounts:amounts and benefits (provided the Executive has executed, delivered to the Company and not revoked a general release of claims against the Company in a form satisfactory to the Company (the “Release”) and subject to Section 8(h) hereof):
(1i) any An amount equal to Executive’s unpaid portion of the Executive's Annual Base Salary (as in effect on the Date of Termination) for services through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;
(2ii) an amount equal to three two (32) times his compensation (salary and bonus) during the sum preceding year (the “Severance Payment”), and if such termination occurs in the first year of employment, the Executive's Base Salary Severance Payment shall be $1,440,000.00 dollars;
(iii) full vesting as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, of Executive’s Stock Option Awards (as defined in bi-weekly installments over a three (3Section 3(c) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates hereof) and any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the other equity awards granted to Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary continued exercisability of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
outstanding options for twelve (d12) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years months following the Date of Termination (or, if less, for but in no event beyond the remainder original term of the stated terms of options);
(iv) continued participation until the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as second anniversary of the Date of Termination shall be prorated in all Company medical and dental plans in which the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, his eligible dependents were participating immediately prior to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, subject to offset as set forth in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification AgreementSection 8 hereof).;
(fv) All other obligations of the Company and rights of as long as the Executive hereunder shall terminate effective as uses such services prior to the first anniversary of the Date of Termination, up to $25,000 in outplacement services; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.and
(gvi) Notwithstanding anything to the contrarypayment of other amounts, entitlements or benefits, if this Agreement is terminated either by the Executive for Good Reason any, in accordance with applicable plans, programs, arrangements or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year agreements of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3Company.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Good Reason; Without Cause. If this Agreement is terminated either by Subject to the Executive’s execution of the “Waiver and Release” attached hereto as Exhibit A (the “Waiver and Release”) no later than 60 days after the Date of Termination, if, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):Reason:
(ai) The the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination (or, if later, five days after the effective date of the Waiver and Release), the aggregate of the following amounts:
A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any unpaid portion annual incentive payment earned by the Executive for a prior award period to the extent not theretofore paid and not theretofore deferred, (3) any accrued and unused vacation pay and (4) any business expenses incurred by the Executive that are unreimbursed as of the Date of Termination (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”);
B. the product of (1) the Target Incentive Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Incentive Payment”); provided, however, in the event that the Executive is a “covered employee” within the meaning of Section 162(m) of the Code (a “Covered Employee”) during the fiscal year of the Company in which the Date of Termination occurs, the Pro-Rata Incentive Payment shall (i) be determined based on the Company’s actual performance for the fiscal year of the Company in which the Date of Termination occurs on the same basis as other executive officers and (ii) be paid at such time as the Company otherwise makes incentive payments for such fiscal year;
C. the amount equal to two times the sum of (1) the Executive's ’s Annual Base Salary and (2) the Target Incentive Payment (the “Severance Payment”); and
(ii) notwithstanding anything to the contrary contained in any stock incentive plan or grant or award agreement, as applicable (collectively, the “Equity Benefits”):
A. In the event that the Executive is not a Covered Employee during the fiscal year of the Company in which the Date of Termination occurs, (1) all stock options, restricted stock, restricted stock units and other equity-based compensation awards outstanding as of the Date of Termination and held by the Executive (including, without limitation, any equity awards granted to the Executive in connection with the IPO and any Annual LTI Awards) shall vest in full and all restrictions thereon shall lapse (provided that any delays in payment or settlement set forth in such grant or award agreements that are required under Section 409A of the Code shall remain effective), and all stock options shall remain exercisable for the remainder of their full term and (2) any cash-based long-term incentive awards shall vest in full and amounts in respect thereof shall be paid on the date the amounts would have otherwise been paid had the Executive remained employed with the Company (or, if earlier, his death);
B. In the Event that the Executive is a Covered Employee during the fiscal year of the Company in which the Date of Termination occurs:
(1) all stock options outstanding as of the Date of Termination and held by the Executive (including, without limitation, any stock options granted to the Executive in connection with the IPO and any Annual LTI Awards) shall vest in full and become immediately exercisable for the remainder of their full term;
(2) all equity-based compensation awards other than stock options (including, without limitation, any such awards granted to the Executive in connection with the IPO and any Annual LTI Awards) that are outstanding as of the Date of Termination and held by the Executive which are not intended to be “qualified performance-based compensation” within the meaning of Treasury Regulation Section 1.162-27(e) (such awards, “Qualified Performance Awards”) shall vest in full and all restrictions thereon shall lapse (provided that any delays in payment or settlement set forth in such grant or award agreements that are required under Section 409A of the Code shall remain effective);
(3) all equity-based compensation awards other than stock options (including, without limitation, any stock options granted to the Executive in connection with the IPO and any Annual LTI Awards) which are intended to be Qualified Performance Awards shall remain outstanding and shall continue to vest (or be forfeited) in accordance with the terms of the applicable award agreement; and
(4) notwithstanding anything in subsections (2) and (3) above, any cash-based long-term incentive awards which were granted to the Executive prior to the Effective Date shall vest in full and amounts in respect thereof shall be paid on the date the amounts would have otherwise been paid had the Executive remained employed with the Company (or, if earlier, his death).
(iii) the Company shall provide the Executive and his eligible dependents with continued health care benefits under the Company’s health care benefits program for two years following the Date of Termination (such continued health care benefits, the “Medical Benefits”) as follows: (A) during the first 18 months following the Date of Termination (the “Initial Benefits Continuation Period”) such health care benefits shall be provided at the Company’s sole expense consistent with the Company’s practice under the Company’s severance plan (as in effect on the Effective Date); and (B) during the six-month period immediately following the Initial Benefits Continuation Period (but not beyond the Executive’s attainment of age 65) (the “Subsequent Benefits Continuation Period”), such health care benefits shall be provided under the Company’s plans, programs, practices and policies providing health care benefits in the manner required by Section 4980B of the Code or other applicable law (“COBRA Coverage”), as if the Executive’s employment with the Company had terminated as of the end of the Initial Benefits Continuation Period, and the Company shall take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section 6(a)(iii) and to cause the period of COBRA Coverage under the Company’s health care benefit plans to commence at the end of the Initial Benefits Continuation Period. The Executive shall be responsible for the payment of any COBRA premium during the Subsequent Benefits Continuation Period, provided that the Company shall make a lump sum payment to the Executive within ten days of the end of the Initial Benefits Continuation Period (unless the Executive has theretofore died) equal to the cost of such premiums, plus an income tax gross-up thereon so that the Executive retains an amount equal to the cost of such premiums; and
(iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and the Affiliated Entities through the Date of Termination, and, to the extent the Executive satisfies any “retirement” based rule of any of the foregoing that provides for more beneficial treatment to the Executive, the Executive shall be afforded such more beneficial treatment (such other amounts and benefits and such more beneficial treatment shall be hereinafter referred to as the “Other Benefits”). Notwithstanding the foregoing provisions of this Section 6(a), in the event that the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) through (a “Specified Employee”), the Date of TerminationSeverance Payment and, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of extent the Date of Termination, in Executive is not a lump sum cash payment within thirty (30) days after the Date of Termination;
(2) an amount equal to three (3) times the sum of the Executive's Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted Annual Incentive Compensation Covered Employee for the fiscal year during of the Company in which the Date of Termination occurs, in bithe Pro-weekly installments over a three (3) year period following the Date of Termination, provided that such payments Rata Incentive Payment shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by instead be paid to the Executive, all amounts with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty Code (30“Interest”) days on the first business day after the Date of Termination (unless such payment date that is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if six months following the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to ’s “separation from service” within the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under meaning of Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary 409A of the Executive's Date of Termination; provided that such coverage shall cease immediately if Code (the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests“Delayed Payment Date”). Notwithstanding any contrary provision the foregoing provisions of this Section 6(a) or anything in this Agreement to the LTIPcontrary, the Executive's Awards for Medical Benefits that are not non-taxable medical benefits, “disability pay” or “death benefit” plans within the Performance Cycles (as defined in the LTIPmeaning of Treasury Regulation Section 1.409A-1(a)(5) in effect as of the Date of Termination shall be prorated provided and administered in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), which requires that (i) the manner described amount of such benefits provided during one taxable year shall not affect the amount of such benefits provided in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insuranceany other taxable year, if any, except that to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case benefits consist of the Indemnification Agreement, for such longer term as may be provided for reimbursement of expenses referred to in the Indemnification Agreement).
(fSection 105(b) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; providedCode, howevera maximum, that except as otherwise specifically modified by if provided under the terms of this Agreement the plan providing such Medical Benefit, may be imposed on the amount of such reimbursements over some or all of the period in which such benefit is to be provided to the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Treasury Regulation Section 6.51.409A-3(i)(iv)(B), (ii) and to the Date extent that any such benefits consist of Termination is within one (1) year reimbursement of eligible expenses, such reimbursement must be made on or before the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation last day of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) ’s taxable year following the Date of Termination, provided that taxable year in which the cost of expense was incurred and (iii) no such services shall not exceed $50,000 (or such higher amount as benefit may be approved by liquidated or exchanged for another benefit (such treatment, the Board of Directors (or a committee thereof“409A Medical Benefits Treatment”).
Appears in 1 contract
Samples: Employment Agreement (Visa Inc.)
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by terminates -------------------------- Executive's employment with the Company Without Cause (other than in connection with on or after the occurrence of a Change in Control as described with Good Reason pursuant to Section 2.2 hereof, or if the Company terminates Executive's employment with the Company without Cause in anticipation of, on or after the occurrence of a Change in Control pursuant to Section 6.5):2.2 hereof:
(ai) The the Company shall pay to the Executive aggregate of the following amounts:
(1) any unpaid portion of the Executive's Base Salary (as amounts to Executive in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a one lump sum cash payment within thirty (30) days after the Date date of Termination;such termination or in a manner and at such later time as specified by Executive, provided that all such payments must be made no later than the last day of the twenty-four (24) month period commencing on the date of such termination:
(2A) to the extent not theretofore paid, Executive's Base Salary in effect at the time of such termination (but prior to giving effect to any reduction therein which precipitated such termination) through the date of termination; and
(B) an amount equal to three the sum of: (3x) two (2) times the sum of the Executive's Base Salary (as in effect on at the Date time of Terminationsuch termination (but prior to giving effect to any reduction therein which precipitated such termination), (y) plus one (1) times the highest annual bonus paid by the Company to Executive in respect of the two (2) calendar years of the Company immediately preceding such termination, and (z) the pro-rata share of Executive's Targeted Annual Incentive Compensation target bonus for the fiscal calendar year during in which such termination occurred based upon the Date proportion that the number of Termination occurs, complete months in bi-weekly installments over a three (3) such calendar year period following up to the Date date of Termination, provided that such payments shall cease immediately if termination bears to the Executive violates any of his Continuing Obligations; andcomplete calendar year.
(3ii) In addition, the Company shall pay or cause to be paid the aggregate of the following amounts to Executive at the following times:
(A) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred (together with any accrued interest thereon) and not yet paid by the Company in a lump sum cash payment Company, within thirty (30) days after the Date date of Termination such termination of employment or such other period as may be required in accordance with any such deferral arrangement; and
(unless such payment is inconsistent B) in accordance with either the terms of any payment election made each such plan, program, arrangement or policy, all other amounts or benefits owing or accrued to, vested in, or earned by Executive through the Executive with respect to such deferred compensation date of termination under the then existing or applicable plans, programs, arrangements, and policies of the applicable plan).Company and its affiliates, including, but not limited to, all Additional Compensation; and
(bC) The any and all other Accrued Obligations not otherwise described in subsection (b)(i) above or clauses (A) and (B) of this subsection (b)(ii); and
(iii) Executive shall receive the following additional benefits:
(A) if Executive elects medical or dental coverage under the Company's group medical or dental plans pursuant to Section 4980B of the Code ("COBRA Coverage"), the Company shall reimburse Executive, promptly pay or reimburse upon request by Executive, an amount equal to the Executive any costs and expenses (and moving and relocation expensesremainder, if otherwise agreed to by any, resulting from the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier subtraction of (1) the date monthly medical and/or dental premium paid each month by Executive for COBRA Coverage during the first twelve (12) months of such COBRA Coverage (or during such shorter period that COBRA Coverage for Executive becomes eligible for any comparable medicalis in effect), dental, or vision coverage provided by any other employer, from (2) the date medical and/or dental premium paid by Executive for the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such last month of coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the group medical or dental plans immediately before Executive's employment had not with the Company was terminated, ; and
(B) such individual outplacement service as is appropriate for Executive's position for up to 24 months after termination of employment for a period of ten cost not to exceed $10,000; and
(10C) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may assistance to Executive to be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or a "Big Five" accounting firm selected by the Company Without Cause (or other than in connection with a Change in Control as described in Section 6.5) mutually agreeable accounting firm for federal and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria state income tax planning and federal and state income tax return preparation for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period the calendar year in which such termination of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof)employment occurred.
Appears in 1 contract
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):
(a) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's ’s Base Salary (as in effect on the Date of Termination) through owed as of the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time Paid Leave as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;; and
(2) an amount equal to three two (32) times the sum of the Executive's ’s Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted ’s Target Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in substantially equal bi-weekly installments over a three beginning as of the first payroll date immediately following the six (36) month anniversary of the Date of Termination and continuing until the first payroll date immediately following the two (2) year period anniversary of the Date of Termination; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and including moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's ’s employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's ’s spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's ’s employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth (5th) anniversary of the Executive's ’s Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's ’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's ’s stock plans, as if the Executive were still employed by the Company, for a period of three two (32) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's ’s Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's ’s directors' ’ and officers' ’ liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Indemnity Agreement with the Company, as if the Executive's ’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Indemnity Agreement, for such longer term as may be provided for in the Indemnification Indemnity Agreement).
(f) The Company shall (through an agency of Company’s choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 or such higher amount as may be approved by the Board of Directors (or a committee thereof).
(g) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's ’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):
(a) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's ’s Base Salary (as in effect on the Date of Termination) through owed as of the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time Paid Leave as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;; and
(2) an amount equal to three two (32) times the sum of the Executive's ’s Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted ’s Target Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in substantially equal bi-weekly installments over a three beginning as of the first payroll date immediately following the six (36) month anniversary of the Date of Termination and continuing until the first payroll date immediately following the two (2) year period anniversary of the Date of Termination; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and including moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's ’s employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's ’s spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's ’s employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth (5th) anniversary of the Executive's ’s Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's ’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's ’s stock plans, as if the Executive were still employed by the Company, for a period of three two (32) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's ’s directors' ’ and officers' ’ liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Indemnity Agreement with the Company, as if the Executive's ’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Indemnity Agreement, for such longer term as may be provided for in the Indemnification Indemnity Agreement).
(f) The Company shall (through an agency of Company’s choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 or such higher amount as may be approved by the Board of Directors (or a committee thereof).
(g) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's ’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If Executive terminates -------------------------- Executive's employment under this Agreement is terminated either by the Executive for with Good Reason pursuant to Section 4.2(b), or by if the Company Without Cause (terminates Executive's employment without Cause, then Executive's employment with the Company shall terminate, and in lieu of any other than in connection with a Change in Control as described in Section 6.5):severance benefit that would otherwise be payable to Executive:
(ai) The the Company shall pay to the Executive aggregate of the following amounts:
(1) any unpaid portion of the Executive's Base Salary (as amounts to Executive in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a one lump sum cash payment within thirty ninety (3090) days after the Date effective date of Terminationsuch termination or in a manner and at such later time as specified by Executive, provided that all such payments must be made no later than the last day of the twenty-four (24) month period commencing on the date of such termination:
(A) all Accrued Obligations;
(2B) an amount equal to three the sum: of (3x) two (2) times the sum of the Executive's Base Salary (as in effect on at the Date time of Terminationsuch termination (but prior to giving effect to any reduction therein which precipitated such termination), and (y) plus the two times Executive's Targeted Annual Incentive Compensation target bonus (at 100% of plan) for the fiscal calendar year in which such termination occurred, and (z) the pro-rata share of Executive's target bonus for the calendar year in which such termination occurred based upon the proportion that the number of complete months in such calendar year up to the date of termination bears to the complete calendar year;
(C) if Executive elects medical or dental coverage under the Company's group medical or dental plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended ("Code") ("COBRA Coverage"), the Company shall reimburse Executive, promptly upon request by Executive (upon presentation of reasonable documentation showing prior payment), an amount equal to the premium paid each month by Executive for COBRA Coverage during which the Date first twelve (12) months of Termination occurs, such COBRA Coverage (or during such shorter period that COBRA Coverage for Executive is in bi-weekly installments over effect);
(D) such individual outplacement service as is appropriate for Executive's position for up to 24 months after termination of employment for a three (3) year period following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligationscost not to exceed $15,000; and
(3E) in the case of compensation previously deferred assistance to Executive to be provided by the Executive, all amounts of such compensation previously deferred and not yet paid a nationally recognized accounting firm selected by the Company or other mutually agreeable accounting firm for federal and state income tax preparation for Executive for the calendar year in a lump sum cash payment within thirty (30) days after the Date which such termination of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan)employment occurs.
(bii) The Company nothing herein shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by preclude the Company in writing) paid or incurred by the from granting additional severance benefits to Executive which would have been payable under Section 4.8 upon termination of this Agreement if the Executive's employment had not terminatedemployment.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Samples: Employment Agreement (Mail Well Inc)
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):) and the Executive has a Termination of Employment:
(a) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's ’s Base Salary (as in effect on the Date of Termination) through owed as of the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time Paid Leave as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;; and
(2) an amount equal to three two (32) times the sum of the Executive's ’s Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted ’s Target Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in substantially equal bi-weekly installments over a three beginning as of the first payroll date immediately following the six (36) month anniversary of the Date of Termination and continuing until the first payroll date immediately following the two (2) year period anniversary of the Date of Termination; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive in a lump sum cash payment within ninety (90) days after the Date of Termination any costs and expenses (and including moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's ’s employment had not terminated, provided that the Executive (or his estate) provides proper documentation of such costs and expenses within thirty (30) days after the Date of Termination.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's ’s spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's ’s employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's ’s Date of Termination; provided that such coverage shall cease immediately if (i) the benefits provided during the Executive’s taxable year may not affect the benefits provided to the Executive violates in any other taxable year (except as permitted under Section 409A), (ii) reimbursement of his Continuing Obligationsany eligible expenses must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and (iii) the right to such continued coverage is not subject to liquidation or exchange for another benefit.
(d) The Executive (or the Executive's ’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's ’s stock plans, as if the Executive were still employed by the Company, for a period of three two (32) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's ’s directors' ’ and officers' ’ liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Indemnity Agreement with the Company, as if the Executive's ’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Indemnity Agreement, for such longer term as may be provided for in the Indemnification Indemnity Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's ’s choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
(g) All other obligations of the Company and rights of the Executive hereunder (except those described in Section 6.8 of this Agreement) shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):
(a) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's ’s Base Salary (as in effect on the Date of Termination) through owed as of the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time Paid Leave as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;; and
(2) an amount equal to three two (32) times the sum of the Executive's ’s Base Salary (as in effect on the Date of Termination) plus the Executive's Targeted ’s Target Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in bi-weekly installments over a three two (32) year period following the Executive’s Date of Termination, provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's ’s employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's ’s spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's ’s employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's ’s Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's ’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's ’s stock plans, as if the Executive were still employed by the Company, for a period of three two (32) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding any contrary provision of the LTIP, the Executive's ’s Awards for the Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(e) The Executive shall continue to be covered under the Company's ’s directors' ’ and officers' ’ liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Indemnity Agreement with the Company, as if the Executive's ’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Indemnity Agreement, for such longer term as may be provided for in the Indemnification Indemnity Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's ’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's ’s choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
Good Reason; Without Cause. If this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5):
(a) The Company shall pay to the Executive the following amounts:
(1) any unpaid portion of the Executive's ’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive, and any accrued but unpaid Vacation Time as of the Date of Termination, in a lump sum cash payment within thirty (30) days after the Date of Termination;; and
(2) an amount equal to three (3) times the sum of the Executive's ’s Base Salary (as in effect on the Date of Termination) plus the Executive's ’s Targeted Annual Incentive Compensation for the fiscal year during which the Date of Termination occurs, in substantially equal bi-weekly installments over a beginning as of the first payroll date immediately following the six (6) month anniversary of the Date of Termination and continuing until the first payroll date immediately following the three (3) year period anniversary of the Date of Termination; provided, however, that the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination, and further provided that such payments shall cease immediately if the Executive violates any of his Continuing Obligations; and
(3) in the case of compensation previously deferred by the Executive, all amounts of such compensation previously deferred and not yet paid by the Company in a lump sum cash payment within thirty (30) days after the Date of Termination (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's ’s employment had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive's ’s spouse and dependents, at least equal to that which would have been provided to the Executive under Section 4.7 if the Executive's ’s employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), or (3) the fifth anniversary of the Executive's ’s Date of Termination; provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations.
(d) The Executive (or the Executive's ’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company's ’s stock plans, as if the Executive were still employed by the Company, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). ALTERNATIVE 1:” Notwithstanding the foregoing, with respect to any contrary provision stock options that were both granted prior to January 1, 2004 and not vested as of December 31, 2004, the extension of the LTIPvesting and exercise periods for such options, pursuant to this paragraph, shall be limited to (i.e., shall not extend beyond) the Executive's Awards for later of (1) the Performance Cycles fifteenth (15th) day of the third (3rd) calendar month following the date on which such options would have otherwise expired based on the terms of such options as defined of their original date of grant, or (2) December 31 of the calendar year in which such options would have otherwise expired based on the terms of such options as of their original date of grant. ALTERNATIVE 2: Notwithstanding the forgoing, with respect to any stock options that were both granted prior to January I, 2004 and not vested as of December 31, 2004, nothing contained in this paragraph shall permit the exercise of such options on a date (or dates) other than that (or those) specifically set forth in the LTIPamended option agreement governing such options. [NOTE: OPTIONS THAT WERE NOT VESTED AS OF 12/31/04 ARE NOT GRANDFATHERED AND THEREFORE MUST EITHER QUALIFY FOR EXEMPTION FROM CODE SECTION 409A (ALTERNATIVE 1 ABOVE) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(aOR COMPLY WITH CODE SECTION 409A (ALTERNATIVE 2 ABOVE). ALTERNATIVE 1 LIMITS THE POST-TERMINATION EXERCISE PERIOD FOR NON-GRANDFATHERED OPTIONS THAT DO NOT CURRENTLY MEET THE EXEMPTION (I.E., OPTIONS GRANTED PRIOR TO 1/1/04 BUT NOT VESTED AS OF 12/31/04) of the LTIPTO FIT WITHIN THE CODE SECTION 409A EXEMPTION. THUS, ALTERNATIVE 1 WOULD LIMIT THE PERIOD OF TIME, POST-TERMINATION, THAT THE EXECUTIVE CAN EXERCISE, BUT WOULD RETAIN THE FLEXIBILITY TO EXERCISE AT ANY TIME DURING EMPLOYMENT AND DURING THE LIMITED POST-EXERCISE PERIOD. ALTERNATIVE 2 PROVIDES THAT THIS PROVISION WILL NOT AFFECT THE EXERCISE DATE, WHICH WILL BE SET FORTH IN AN AMENDMENT TO THE OPTION AGREEMENT. UNDER ALTERNATIVE 2, IN COMPLIANCE WITH CODE SECTION 409A, THE AMENDMENT TO THE OPTION AGREEMENT WOULD SET A FIXED DATE ON WHICH THE OPTION MUST BE EXERCISED. THE EXECUTIVE WOULD NOT HAVE THE FLEXIBILITY TO DECIDE WHETHER TO EXERCISE ON A DIFFERENT DATE.]
(e) The Executive shall continue to be covered under the Company's ’s directors' ’ and officers' ’ liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's ’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(f) The Company shall (through an agency of Company’s choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
(g) Notwithstanding any contrary provision of the LTIP, the Executive’s Awards for Performance Cycles (as defined in the LTIP) in effect as of the Date of Termination shall be prorated in the manner described in Section 8(a) of the LTIP.
(h) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive's ’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(gi) Notwithstanding anything to the contrary, if this Agreement is terminated either by the Executive for Good Reason or by the Company Without Cause (other than in connection with a Change in Control as described in Section 6.5) and the Date of Termination is within one (1) year of the date on which the Executive would have satisfied the criteria for eligibility for maximum retirement payments as specified in Section 6.4(d)(1) below, the termination will be deemed to have been in contemplation of the Executive's ’s Retirement, and the rights and obligations of the parties shall be governed by Section 6.4 rather than this Section 6.3.
(h) The Company shall (through an agency of Company's choosing) provide outplacement services to the Executive for a period of one (1) year following the Date of Termination, provided that the cost of such services shall not exceed $50,000 (or such higher amount as may be approved by the Board of Directors (or a committee thereof).
Appears in 1 contract
Samples: Executive Employment Agreement (Allied Waste Industries Inc)
