Involuntary Termination by the Company Without Cause or Termination by the Executive for Good Reason. If the Executive is involuntarily terminated by the Company without Cause in accordance with Section 5(e) above or the Executive terminates his employment for Good Reason in accordance with Section 5(f) above, the Executive shall be entitled, in lieu of any other payments or benefits, subject to Section 7(b) hereof, to any Accrued Obligations and the following: (a) Payment, during January of the calendar year following the date of the Executive's termination, of an amount equal to the Executive's Termination Year Target Bonus multiplied by a fraction, the numerator of which is the number of days during the fiscal year of the Executive's termination that the Executive was employed by the Company and the denominator is three hundred sixty-five (365), provided that in no event shall such payment exceed fifty percent (50%) of the Termination Year Target Bonus. (b) Continued payment off payroll for two and one-half (2 1/2) years (in approximately equal monthly installments) of an amount equal to two and one-half (2 1/2) times the sum of: (i) the Executive's Base Salary, and (ii) the greater of: (x) the Termination Year Target Bonus, or (y) the Executive's highest annual incentive compensation award earned during the last three (3) fiscal years ending prior to the fiscal year of termination (whether or not deferred). (c) To the extent eligible at such time or, if the Executive would be eligible with credit for an additional two and one half (2 1/2) years of age and service credit, coverage under all applicable retiree health and other retiree welfare plans for the Executive and his dependents (including, if he is only eligible because of the extra age and service credit, an adjustment, to the extent necessary, to put the Executive in the same after-tax position as if he had been eligible for such coverage) and, if not eligible for continued health coverage under the retiree health plan, payment of the Executive's and Executive's eligible dependents' COBRA continuation health coverage premiums for the Company's health insurance plan that generally applies to senior executives for the two and one-half (2 1/2) year period following the date of termination or, if earlier, until the Executive and Executive's dependents cease to be eligible for such coverage, provided that, if COBRA coverage cannot be provided for the full period, any excess period shall be covered under (d) below (and further provided that, if such premiums are taxable to the Executive, an adjustment such that the Executive has no after tax cost for the providing of such COBRA coverage). (d) To the extent eligible on the date of termination, continued participation, at no additional after tax cost to the Executive than the Executive would have as an employee, in all welfare plans (other than medical plans covered under (c) above), until two and one-half (2 1/2) years after the date of termination; provided, however, that in the event the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular welfare plan, such continuation of coverage by the Company for such benefits under such plan shall immediately cease. To the extent such coverage cannot be provided under the Company's welfare benefit plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on the Executive, the Company shall pay the Executive an amount such that the Executive can purchase such benefits separately at no greater after tax cost to the Executive than the Executive would have had if the benefits were provided to the Executive as an employee. (e) Two and one-half (2 1/2) additional years of service and compensation credit (at the Executive's then compensation level) for benefit purposes under any defined benefit type retirement plan, including but not limited to the SERP and the SBP if then in effect, and, if the Executive is not eligible to receive benefits under any such plan on the date of termination, two and one-half (2 1/2) additional years of age for determining eligibility to receive such benefits, provided that benefits under any such plan will not commence until the Executive actually attains the required distribution age under the plan or the Executive's spouse qualifies for death benefits under such plan and further provided that with regard to any plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") the additional amounts may be provided on a nonqualified plan basis. (f) Payment promptly after termination of two and one-half (2 1/2) times the amount of the maximum Company annual contribution or match to any defined contribution type plan in which the Executive participates. (g) Immediate full vesting of any outstanding stock options that would vest within two and one half (2 1/2) years after such termination of employment as if the Executive had continued employment for such two and one half (2 1/2) year period, to the extent permitted under the plan or grant, or if such vesting is not permitted, a cash payment equal to the difference between the fair market value of the shares covered by the unvested options and the exercise price of such unvested options (the "Spread") on the date of termination, and, in both cases, to the extent such options are exercisable for less than two and three quarters (2-3/4) years after termination (or, if less, the remainder of the respective terms), a cash payment equal to the Black- Scholes (based on the same methodology used for the Company's then latest distributed proxy statement or, if not so used, for internal valuation of the last stock option grants made by the Company prior to the termination) future value of such options for the lesser of two and three quarters (2-3/4) years or the remainder of such terms (any such payments shall be made promptly after such termination). The terms of the Executive's outstanding options are deemed to be modified to the extent required by this Section 6.3 (g). (h) Payment when it would otherwise be paid in accordance with the 1994 Long-Term Incentive Plan of any amount due with regard to performance share units outstanding on the date of termination to the extent permitted under such plan, plus, outside of such plan, when it would otherwise have been paid, an amount equal to the amount the Executive would have received with regard to any performance share units outstanding at the time of termination that could not be so paid. For purposes of calculating the foregoing amounts, all discretionary performance targets relating to the Executive's individual performance will be deemed to be fully achieved and the actual level of achievement of all financial performance targets will be determined as if the Executive continued to be employed through the end of the applicable measuring period. (i) Immediate full vesting of the Executive's accounts under the Deferred Income Plan, and to the extent not permitted under such plan, a cash payment outside of the plan equal to the value of the amount that would have vested under the plan. (j) Continuation of participation for two and one-half (2 1/2) additional years in the Company's programs with regard to tax preparation assistance and financial planning assistance, club dues and automobile (but based on the automobile then being used and no new one), in accordance with the Company's programs in effect at the time of the termination. (k) As provided in Exhibit A hereto.
Appears in 4 contracts
Samples: Employment Agreement (Textron Inc), Employment Agreement (Textron Inc), Employment Agreement (Textron Inc)
Involuntary Termination by the Company Without Cause or Termination by the Executive for Good Reason. If the Executive is involuntarily terminated by the Company without Cause in accordance with Section 5(e) above or the Executive terminates his employment for Good Reason in accordance with Section 5(f) above, the Executive shall be entitled, in lieu of any other payments or benefits, subject to Section 7(b) hereof, to any Accrued Obligations and the following:
(a) Payment, during January of the calendar year following the date of the Executive's termination, of an amount equal to the Executive's Termination Year Target Bonus multiplied by a fraction, the numerator of which is the number of days during the fiscal year of the Executive's termination that the Executive was employed by the Company and the denominator is three hundred sixty-five (365), provided that in no event shall such payment exceed fifty percent (50%) of the Termination Year Target Bonus.
(b) Continued payment off payroll for two and one-half (2 1/2) years (in approximately equal monthly installments) of an amount equal to two and one-half (2 1/2) times the sum of: (i) the Executive's Base Salary, and (ii) the greater of: (x) the Termination Year Target Bonus, or (y) the Executive's highest annual incentive compensation award earned during the last three (3) fiscal years ending prior to the fiscal year of termination (whether or not deferred) (the sum of (i) and (ii) being hereinafter referred to as "Final Annual Compensation").
(c) To the extent eligible at such time or, if the Executive would be eligible with credit for an additional two and one half (2 1/2) years of age and service credit, coverage under all applicable retiree health and other retiree welfare plans for the Executive and his dependents (including, if he is only eligible because of the extra age and service credit, an adjustment, to the extent necessary, to put the Executive in the same after-tax position as if he had been eligible for such coverage) and, if not eligible for continued health coverage under the retiree health plan, payment of the Executive's and Executive's eligible dependents' COBRA continuation health coverage premiums for the Company's health insurance plan that generally applies to senior executives for the two and one-half (2 1/2) year period following the date of termination or, if earlier, until the Executive and Executive's dependents cease to be eligible for such coverage, provided that, if COBRA coverage cannot be provided for the full period, any excess period shall be covered under (d) below (and further provided that, if such premiums are taxable to the Executive, an adjustment such that the Executive has no after tax cost for the providing of such COBRA coverage).
(d) To the extent eligible on the date of termination, continued participation, at no additional after tax cost to the Executive than the Executive would have as an employee, in all welfare plans (other than medical plans covered under (c) above), until two and one-half (2 1/2) years after the date of termination; provided, however, that in the event the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular welfare plan, such continuation of coverage by the Company for such benefits under such plan shall immediately cease. To the extent such coverage cannot be provided under the Company's welfare benefit plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on the Executive, the Company shall pay the Executive an amount such that the Executive can purchase such benefits separately at no greater after tax cost to the Executive than the Executive would have had if the benefits were provided to the Executive as an employee.
(e) Two and one-half (2 1/2) additional years of service (including age as if such service was completed) and compensation credit (at the Executive's then compensation level"Then Compensation Level") for benefit purposes under any defined benefit type retirement plan, including but not limited to the SERP and the SBP if then in effect, and, if the Executive is not eligible to receive benefits under any such plan on the date of termination, two and one-half (2 1/2) additional years of age for determining eligibility to receive such benefits, provided that benefits under any such plan will not commence until the Executive actually attains the required distribution age under the plan or the Executive's spouse qualifies for death benefits under such plan and further provided that that, with regard to any plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") ), the additional amounts may be provided on a nonqualified plan basis.
. In addition, and notwithstanding the foregoing, with regard to the SERP the Executive's early retirement factor under Section 2.03 shall be one hundred percent (f100%) Payment promptly after (i.e. providing a fifty percent (50%) of Final Average Compensation benefit) upon such termination of employment, provided that the benefits payable under the SERP that are in excess of the benefits that would be received thereunder without the increased early retirement factor provided for in this sentence shall not commence to be paid until two and one-half (2 1/2) times the amount of the maximum Company annual contribution or match to any defined contribution type plan in which the Executive participates.
(g) Immediate full vesting of any outstanding stock options that would vest within two and one half (2 1/2) years after such termination of employment as if and all benefits under the Executive had continued employment for SERP (which have not yet then commenced to be paid) shall be paid at such two time notwithstanding the proviso in the prior sentence. "Then Compensation Level" shall mean an annual rate of compensation equal to the sum of (i) Final Annual Compensation and one half (2 1/2ii) the performance units and performance share units earned with respect to the measurement periods ending at or about the end the fiscal year period, immediately preceding the year of termination (to the extent permitted recognized in the definition of "Compensation" under the plan applicable plan; in the case of the SERP as provided in Section 3.4 above such that no amounts deemed earned in respect of performance share units in 2008 (i.e. any grant after the 2005 grant) or grantlater years shall be included in Compensation for purposes of the SERP); provided, or if such vesting is not permittedhowever, a cash payment equal that with respect to the difference between the fair market value year of termination, in lieu of utilization of the shares covered by amount in clause (ii) above, the unvested options Executive will be deemed to have received in the year of termination the full amount of performance units and performance share units earned with regard to the exercise price measuring periods ending on or about the end of the fiscal year immediately preceding the year of termination (whether or not such unvested options (amount is actually paid to the "Spread") on Executive prior to the date of termination); provided, andfurther, that, other than as set forth in both casesthe immediately preceding proviso, the amounts described in clause (ii) above shall be included in "Compensation" under the plans referred to in this Section 6.3(e) in lieu of any amounts actually paid to the extent such options are exercisable for less than two Executive in respect of performance units and three quarters (2-3/4) years after termination (or, if less, the remainder of the respective terms), a cash payment equal to the Black- Scholes (based on the same methodology used for the Company's then latest distributed proxy statement or, if not so used, for internal valuation of the last stock option grants made by the Company prior to the termination) future value of such options for the lesser of two and three quarters (2-3/4) years or the remainder of such terms (any such payments shall be made promptly after such termination). The terms of the Executive's outstanding options are deemed to be modified to the extent required by this Section 6.3 (g).
(h) Payment when it would otherwise be paid in accordance with the 1994 Long-Term Incentive Plan of any amount due with regard to performance share units outstanding on in the date year of termination to the extent permitted under such plan, plus, outside of such plan, when it would otherwise have been paid, an amount equal to the amount the Executive would have received with regard to any performance share units outstanding at the time of termination that could not be so paid. For purposes of calculating the foregoing amounts, all discretionary performance targets relating to the Executive's individual performance will be deemed to be fully achieved and the actual level of achievement of all financial performance targets will be determined as if the Executive continued to be employed through the end of the applicable measuring periodthereafter.
(i) Immediate full vesting of the Executive's accounts under the Deferred Income Plan, and to the extent not permitted under such plan, a cash payment outside of the plan equal to the value of the amount that would have vested under the plan.
(j) Continuation of participation for two and one-half (2 1/2) additional years in the Company's programs with regard to tax preparation assistance and financial planning assistance, club dues and automobile (but based on the automobile then being used and no new one), in accordance with the Company's programs in effect at the time of the termination.
(k) As provided in Exhibit A hereto.
Appears in 1 contract
Samples: Employment Agreement (Textron Inc)
Involuntary Termination by the Company Without Cause or Termination by the Executive for Good Reason. If the Executive is involuntarily terminated by the Company without Cause in accordance with Section 5(e) above or the Executive terminates his employment for Good Reason in accordance with Section 5(f) above, the Executive shall be entitled, in lieu of any other payments or benefits, subject to Section 7(b) hereof, to any Accrued Obligations and the following:
(a) PaymentA Pro Rata Bonus, during January paid in a lump sum on March 1 of the calendar year following the date of the Executive's ’s termination, of an amount equal to the Executive's Termination Year Target Bonus multiplied by a fraction, the numerator of which is the number of days during the fiscal year of the Executive's termination that the Executive was employed by the Company and the denominator is three hundred sixty-five (365), provided that in no event shall such payment exceed fifty percent (50%) of the Termination Year Target Bonus.
(b) Continued payment off payroll for two and one-half (2 1/2) years (in approximately equal monthly installments) of an An amount equal to two and one-half (2 1/22) times the sum of: of (i) the Executive's Base Salary, Salary and (ii) the greater of: higher of (x) the Termination Year Target Bonus, Executive's target incentive compensation established for the fiscal year in which the Executive's termination occurs or (y) the Executive's highest annual incentive compensation award earned during the last three (3) fiscal years ending prior a multiple thereof equal to the product of such target amount and the multiple of target earned by the Executive for the prior fiscal year of termination (whether or not deferred) (the sum of (i) and (ii) being hereinafter referred to as “Final Annual Compensation”). An amount equal to one and one half (1½) times the Final Annual Compensation shall be paid in a lump sum on the first regular payroll date after the end of the six-month period following the Executive’s termination. An amount equal to the remaining one half (½) times the Final Annual Compensation shall be calculated as equal monthly installments payable over a period of two (2) years; provided, however, that the monthly installments for the first six months following the Executive’s termination shall be paid in a lump sum, without interest, on the first regular payroll date after the end of the six-month period, and the remaining monthly installments shall commence on the first regular payroll date after the end of the sixth month following the Executive’s termination and shall be paid for the remainder of the two (2) year period.
(c) To the extent eligible at such time or, if the Executive would be eligible with credit for an additional two and one half (2 1/22) years of age and service credit, coverage under all applicable retiree health and other retiree welfare life insurance plans for the Executive and (in the case of retiree health coverage) his dependents (including, if he dependents. If the Executive is eligible for retiree life insurance coverage only eligible because of the extra additional age and service credit, an adjustment, to the extent necessary, to put the Executive shall pay the full cost of purchasing the coverage (under the Company’s group insurance policy, or under an individual policy if coverage under the Company’s policy is not available), and the Company shall reimburse the Executive for the cost (before tax) of the coverage. The Company shall reimburse the cost of coverage for the first six months following the Executive’s termination in a lump sum, without interest, on the same afterfirst regular payroll date after the end of the six-tax position as if he had been eligible for such coverage) andmonth period, if and the Company shall reimburse the cost monthly thereafter. If not eligible for continued health coverage under the retiree health plan, payment of the Executive's and Executive's eligible dependents' COBRA continuation health coverage premiums for the Company's health insurance plan that generally applies to senior executives for the two and one-half (2 1/2) year period following the date of termination or, if earlier, until the Executive and Executive's his dependents cease to be eligible for such coverage, provided that, if shall receive COBRA coverage cannot be provided for the full period, any excess period shall be covered under (d) below (and further provided that, if such premiums are taxable to the Executive, an adjustment such that the Executive has no after tax cost for the providing of such COBRA coverage)Coverage as described above in Section 6.1.
(d) To the extent eligible on the date of termination, continued participation, at no additional after tax cost (before tax) to the Executive than the Executive would have as an employee, in all welfare plans (other than medical plans covered under (c) above)the Company’s Survivor Benefit Plan for Textron Key Executives, accidental death and dismemberment insurance coverage, and dependent life insurance coverage until two and one-half (2 1/22) years after the date of termination; provided, however, that in the event the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular welfare plan, such continuation of coverage by the Company for such benefits under such plan shall immediately cease. To The Company shall also reimburse the extent such coverage cannot be provided Executive for the cost (before tax) of purchasing (under the Company's welfare benefit plans without jeopardizing ’s group insurance policy, or under an individual policy if coverage under the tax status of such plansCompany’s policy is not available), for underwriting reasons or because the continuation period described in the preceding sentence, the level of Company-paid term life insurance coverage and long-term disability insurance coverage that the Executive received on the date of termination. The Company shall reimburse the cost of coverage for the first six months following the Executive’s termination in a lump sum, without interest, on the first regular payroll date after the end of the tax impact on the Executivesix-month period, and the Company shall pay reimburse the Executive an amount such that cost monthly thereafter for the Executive can purchase such benefits separately at no greater after tax cost to remainder of the Executive than the Executive would have had if the benefits were provided to the Executive as an employeecontinuation period.
(e) Two and one-half (2 1/2) additional years of service and compensation credit (at the Executive's then compensation level) for benefit purposes under any defined benefit type retirement plan, including but not limited to the SERP and the SBP if then in effect, and, if the Executive is not eligible to receive benefits under any such plan on the date of termination, two and one-half (2 1/2) additional years of age for determining eligibility to receive such benefits, provided that benefits under any such plan will not commence until the Executive actually attains the required distribution age under the plan or the Executive's spouse qualifies for death benefits under such plan and further provided that with regard to any plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") the additional amounts may be provided on a nonqualified plan basis.
(f) Payment promptly after termination of two and one-half (2 1/2) times the amount of the maximum Company annual contribution or match to any defined contribution type plan in which the Executive participates.
(g) Immediate full vesting of the Stock Options, the Restricted Stock and any outstanding stock options or other equity award that would vest within two and one half (2 1/22) years after such termination of employment as if the Executive had continued employment for such two and one half (2 1/22) year period, to the extent permitted under the plan or grant, or if such vesting is not permitted, a cash payment equal to the difference between the fair market value of the shares covered by the unvested options and the exercise price of such unvested options (the "Spread") on the date of termination, and, in both cases, to the extent such options are exercisable for less than two and three quarters (2-3/4) years after termination (or, if less, the remainder of the respective terms), a cash payment equal to the Black- Scholes (based on the same methodology used for the Company's then latest distributed proxy statement or, if not so used, for internal valuation of the last stock option grants made by the Company prior to the termination) future value of such options for the lesser of two and three quarters (2-3/4) years or the remainder of such terms (any such payments shall be made promptly after such termination). The terms of the Executive's outstanding options are deemed to be modified to the extent required by this Section 6.3 (g).
(h) Payment when it would otherwise be paid in accordance with the 1994 Long-Term Incentive Plan or any successor plan of any amount due with regard to performance share units outstanding on the date of termination to the extent permitted under such plan, plus, outside of such plan, when it would otherwise have been paid, an amount equal to the amount the Executive would have received with regard to any performance share units outstanding at the time of termination that could not be so paidtermination. For purposes of calculating the foregoing amounts, all discretionary performance targets relating to the Executive's individual performance will be deemed to be fully achieved and the actual level of achievement of all financial performance targets will be determined as if the Executive continued to be employed through the end of the applicable measuring period. In addition, to the extent the Stock Options or any other options are exercisable for less than two and three-quarters (2-3/4) years after the Executive's termination, the Executive also shall receive a cash payment equal to the estimated cash value of such options for the lesser of two and three-quarters (2-3/4) years or the remainder of the respective terms of such options (calculated in accordance with the same Black-Scholes methodology used for the Company's then latest audited financial statements or, if not so used, for internal valuation of the last stock option grants made by the Company prior to the termination). The Black-Scholes payment shall be made in a lump sum, without interest, on the first regular payroll date after the end of the six-month period following the Executive’s termination. The terms of the Executive's outstanding options are deemed to be modified to the extent required by this Section 6.3(e).
(if) Immediate full vesting of the Executive's accounts under the Deferred Income Plan, and to .
(g) To the extent not permitted that with regard to any particular item, the Executive would receive better treatment under the applicable Company plan or program, such plan, a cash payment outside better treatment shall apply.
(h) If the Executive dies after the Executive’s termination of employment and before the end of the plan equal to six-month period following the value of the amount Executive’s termination, any payment provided under this Section 6.3 that would have vested under the plan.
been made (j) Continuation of participation for two and one-half (2 1/2) additional years in the Company's programs with regard case of a lump-sum payment) or that would have commenced (in the case of a periodic payment) on the first regular payroll date after the end of the six-month period shall instead be made or commence on the first regular payroll date following the Executive’s death, provided that the Executive’s beneficiary is otherwise entitled to tax preparation assistance and financial planning assistancereceive the payment under this Section 6.3. To the extent that any payment under this Section 6.3 is made “on the first regular payroll date” following a date or event, club dues and automobile (but the regular payroll date shall be determined based on the automobile then being used and no new one), in accordance with Company’s payroll cycle applicable to the Company's programs in effect Executive at the time of his separation from service (within the terminationmeaning of Section 409A of the Code), without regard to any change in the payroll cycle that becomes effective after the Executive’s separation from service.
(k) As provided in Exhibit A hereto.
Appears in 1 contract
Samples: Employment Agreement (Textron Inc)
Involuntary Termination by the Company Without Cause or Termination by the Executive for Good Reason. If the Executive is involuntarily terminated by the Company without Cause in accordance with Section 5(e) above or the Executive terminates his her employment for Good Reason in accordance with Section 5(f) above, the Executive shall be entitled, in lieu of any other payments or benefits, subject to Section 7(b) hereof, to any Accrued Obligations and the following:
(a) Payment, during January of the calendar year following the date of the Executive's termination, of an amount equal to the Executive's Termination Year Target Bonus multiplied by a fraction, the numerator of which is the number of days during the fiscal year of the Executive's termination that the Executive was employed by the Company and the denominator is three hundred sixty-five (365), provided that in no event shall such payment exceed fifty percent (50%) of the Termination Year Target Bonus.
(b) Continued payment off payroll for two and one-half (2 1/2) years (in approximately equal monthly installments) of an amount equal to two and one-half (2 1/2) times the sum of: (i) the Executive's Base Salary, and (ii) the greater of: (x) the Termination Year Target Bonus, or (y) the Executive's highest annual incentive compensation award earned during the last three (3) fiscal years ending prior to the fiscal year of termination (whether or not deferred) (the sum of (i) and (ii) being hereinafter referred to as "Final Annual Compensation").
(c) To the extent eligible at such time or, if the Executive would be eligible with credit for an additional two and one half (2 1/2) years of age and service credit, coverage under all applicable retiree health and other retiree welfare plans for the Executive and his her dependents (including, if he she is only eligible because of the extra age and service credit, an adjustment, to the extent necessary, to put the Executive in the same after-tax position as if he she had been eligible for such coverage) and, if not eligible for continued health coverage under the retiree health plan, payment of the Executive's and Executive's eligible dependents' COBRA continuation health coverage premiums for the Company's health insurance plan that generally applies to senior executives for the two and one-half (2 1/2) year period following the date of termination or, if earlier, until the Executive and Executive's dependents cease to be eligible for such coverage, provided that, if COBRA coverage cannot be provided for the full period, any excess period shall be covered under (d) below (and further provided that, if such premiums are taxable to the Executive, an adjustment such that the Executive has no after tax cost for the providing of such COBRA coverage).
(d) To the extent eligible on the date of termination, continued participation, at no additional after tax cost to the Executive than the Executive would have as an employee, in all welfare plans (other than medical plans covered under (c) above), until two and one-half (2 1/2) years after the date of termination; provided, however, that in the event the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular welfare plan, such continuation of coverage by the Company for such benefits under such plan shall immediately cease. To the extent such coverage cannot be provided under the Company's welfare benefit plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on the Executive, the Company shall pay the Executive an amount such that the Executive can purchase such benefits separately at no greater after tax cost to the Executive than the Executive would have had if the benefits were provided to the Executive as an employee.
(e) Two and one-half (2 1/2) additional years of service (including age as if such service was completed) and compensation credit (at the Executive's then compensation level"Then Compensation Level") for benefit purposes under any defined benefit type retirement plan, including but not limited to the SERP and the SBP if then in effect, and, if the Executive is not eligible to receive benefits under any such plan on the date of termination, two and one-half (2 1/2) additional years of age for determining eligibility to receive such benefits, provided that benefits under any such plan will not commence until the Executive actually attains the required distribution age under the plan or the Executive's spouse qualifies for death benefits under such plan and further provided that that, with regard to any plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") ), the additional amounts may be provided on a nonqualified plan basis.
. In addition, and notwithstanding the foregoing, with regard to the SERP the Executive's early retirement factor under Section 2.03 shall be one hundred percent (f100%) Payment promptly after (i.e. providing a fifty percent (50%) of Final Average Compensation benefit) upon such termination of employment, provided that the benefits payable under the SERP that are in excess of the benefits that would be received thereunder without the increased early retirement factor provided for in this sentence shall not commence to be paid until two and one-half (2 1/2) times the amount of the maximum Company annual contribution or match to any defined contribution type plan in which the Executive participates.
(g) Immediate full vesting of any outstanding stock options that would vest within two and one half (2 1/2) years after such termination of employment as if and all benefits under the Executive had continued employment for SERP (which have not yet then commenced to be paid) shall be paid at such two time notwithstanding the proviso in the prior sentence. "Then Compensation Level" shall mean an annual rate of compensation equal to the sum of (i) Final Annual Compensation and one half (2 1/2ii) the performance units and performance share units earned with respect to the measurement periods ending at or about the end of the fiscal year period, immediately preceding the year of termination (to the extent permitted recognized in the definition of "Compensation" under the plan applicable plan; in the case of the SERP as provided in Section 3.4 above such that no amounts deemed earned in respect of performance share units in 2008 (i.e. any grant after the 2005 grant) or grantlater years shall be included in Compensation for purposes of the SERP); provided, or if such vesting is not permittedhowever, a cash payment equal that with respect to the difference between the fair market value year of termination, in lieu of utilization of the shares covered by amount in clause (ii) above, the unvested options Executive will be deemed to have received in the year of termination the full amount of performance units and performance share units earned with regard to the exercise price measuring periods ending on or about the end of the fiscal year immediately preceding the year of termination (whether or not such unvested options (amount is actually paid to the "Spread") on Executive prior to the date of termination); provided, andfurther, that, other than as set forth in both casesthe immediately preceding proviso, the amounts described in clause (ii) above shall be included in "Compensation" under the plans referred to in this Section 6.3(e) in lieu of any amounts actually paid to the extent such options are exercisable for less than two Executive in respect of performance units and three quarters (2-3/4) years after termination (or, if less, the remainder of the respective terms), a cash payment equal to the Black- Scholes (based on the same methodology used for the Company's then latest distributed proxy statement or, if not so used, for internal valuation of the last stock option grants made by the Company prior to the termination) future value of such options for the lesser of two and three quarters (2-3/4) years or the remainder of such terms (any such payments shall be made promptly after such termination). The terms of the Executive's outstanding options are deemed to be modified to the extent required by this Section 6.3 (g).
(h) Payment when it would otherwise be paid in accordance with the 1994 Long-Term Incentive Plan of any amount due with regard to performance share units outstanding on in the date year of termination to the extent permitted under such plan, plus, outside of such plan, when it would otherwise have been paid, an amount equal to the amount the Executive would have received with regard to any performance share units outstanding at the time of termination that could not be so paid. For purposes of calculating the foregoing amounts, all discretionary performance targets relating to the Executive's individual performance will be deemed to be fully achieved and the actual level of achievement of all financial performance targets will be determined as if the Executive continued to be employed through the end of the applicable measuring periodthereafter.
(i) Immediate full vesting of the Executive's accounts under the Deferred Income Plan, and to the extent not permitted under such plan, a cash payment outside of the plan equal to the value of the amount that would have vested under the plan.
(j) Continuation of participation for two and one-half (2 1/2) additional years in the Company's programs with regard to tax preparation assistance and financial planning assistance, club dues and automobile (but based on the automobile then being used and no new one), in accordance with the Company's programs in effect at the time of the termination.
(k) As provided in Exhibit A hereto.
Appears in 1 contract
Samples: Employment Agreement (Textron Inc)
Involuntary Termination by the Company Without Cause or Termination by the Executive for Good Reason. If the Executive is involuntarily terminated by the Company without Cause in accordance with Section 5(e) above or the Executive terminates his employment for Good Reason in accordance with Section 5(f) above, the Executive shall be entitled, in lieu of any other payments or benefits, subject to Section 7(b) hereof, to any Accrued Obligations and the following:
(a) Payment, during January Payment in a lump sum of the calendar year following Prorated Portion (as determined in the date next sentence) of the Executive's termination, of an amount equal to earned annual incentive compensation award for the fiscal year in which the Executive's Termination Year Target Bonus multiplied ’s termination occurs, payable on March 1 after the end of such fiscal year. “Prorated Portion” shall be determined by multiplying such amount by a fraction, the numerator of which is the number of days during the fiscal year of the Executive's termination that the Executive was is employed by the Company Company, and the denominator is three hundred sixty-five (of which is, 365), provided that in no event shall such payment exceed fifty percent (50%) of the Termination Year Target Bonus.
(b) Continued payment off payroll for two and one-half (2 1/2) years (in approximately equal monthly installments) of an An amount equal to two and one-half (2 1/2) times the sum of: of (i) the Executive's ’s Base Salary, Salary and (ii) the greater of: higher of (x) the Termination Year Target Bonus, Executive’s target incentive compensation established for the fiscal year in which the Executive’s termination occurs or (y) the Executive's highest annual incentive compensation award earned during the last three (3) fiscal years ending prior a multiple thereof equal to the product of such target amount and the multiple of target earned by the Executive for the prior fiscal year of termination (whether or not deferred) (the sum of (i) and (ii) being hereinafter referred to as “Final Annual Compensation”).
(c) To the extent eligible at such time or, if the Executive would be eligible with credit for an additional two . An amount equal to one and one half (2 1/21½) years of age and service credit, coverage under all applicable retiree health and other retiree welfare plans for times the Executive and his dependents (including, if he is only eligible because Final Annual Compensation shall be paid in a lump sum on the first regular payroll date after the end of the extra age and service credit, an adjustment, to the extent necessary, to put the Executive in the same aftersix-tax position as if he had been eligible for such coverage) and, if not eligible for continued health coverage under the retiree health plan, payment of the Executive's and Executive's eligible dependents' COBRA continuation health coverage premiums for the Company's health insurance plan that generally applies to senior executives for the two and one-half (2 1/2) year month period following the date of termination or, if earlier, until Executive’s termination. An amount equal to the Executive and Executive's dependents cease to be eligible for such coverage, provided that, if COBRA coverage cannot be provided for the full period, any excess period remaining one half (½) times Final Annual Compensation shall be covered under calculated as equal monthly installments payable over a period of two (d2) below (and further provided that, if such premiums are taxable to the Executive, an adjustment such that the Executive has no after tax cost for the providing of such COBRA coverage).
(d) To the extent eligible on the date of termination, continued participation, at no additional after tax cost to the Executive than the Executive would have as an employee, in all welfare plans (other than medical plans covered under (c) above), until two and one-half (2 1/2) years after the date of terminationyears; provided, however, that the monthly installments for the first six months following the Executive’s termination shall be paid in a lump sum, without interest, on the event first regular payroll date after the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular welfare plan, such continuation of coverage by the Company for such benefits under such plan shall immediately cease. To the extent such coverage cannot be provided under the Company's welfare benefit plans without jeopardizing the tax status of such plans, for underwriting reasons or because end of the tax impact six-month period, and the remaining monthly installments shall commence on the Executive, first regular payroll date after the Company shall pay end of the Executive an amount such that the Executive can purchase such benefits separately at no greater after tax cost to the Executive than the Executive would have had if the benefits were provided to the Executive as an employee.
(e) Two and one-half (2 1/2) additional years of service and compensation credit (at sixth month following the Executive's then compensation level) ’s termination and shall be paid for benefit purposes under any defined benefit type retirement plan, including but not limited to the SERP and the SBP if then in effect, and, if the Executive is not eligible to receive benefits under any such plan on the date of termination, two and one-half (2 1/2) additional years of age for determining eligibility to receive such benefits, provided that benefits under any such plan will not commence until the Executive actually attains the required distribution age under the plan or the Executive's spouse qualifies for death benefits under such plan and further provided that with regard to any plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") the additional amounts may be provided on a nonqualified plan basis.
(f) Payment promptly after termination of two and one-half (2 1/2) times the amount of the maximum Company annual contribution or match to any defined contribution type plan in which the Executive participates.
(g) Immediate full vesting of any outstanding stock options that would vest within two and one half (2 1/2) years after such termination of employment as if the Executive had continued employment for such two and one half (2 1/2) year period, to the extent permitted under the plan or grant, or if such vesting is not permitted, a cash payment equal to the difference between the fair market value of the shares covered by the unvested options and the exercise price of such unvested options (the "Spread") on the date of termination, and, in both cases, to the extent such options are exercisable for less than two and three quarters (2-3/4) years after termination (or, if less, the remainder of the respective terms), a cash payment equal to the Black- Scholes (based on the same methodology used for the Company's then latest distributed proxy statement or, if not so used, for internal valuation of the last stock option grants made by the Company prior to the termination) future value of such options for the lesser of two and three quarters (2-3/4) years or the remainder of such terms (any such payments shall be made promptly after such termination). The terms of the Executive's outstanding options are deemed to be modified to the extent required by this Section 6.3 (g).
(h) Payment when it would otherwise be paid in accordance with the 1994 Long-Term Incentive Plan of any amount due with regard to performance share units outstanding on the date of termination to the extent permitted under such plan, plus, outside of such plan, when it would otherwise have been paid, an amount equal to the amount the Executive would have received with regard to any performance share units outstanding at the time of termination that could not be so paid. For purposes of calculating the foregoing amounts, all discretionary performance targets relating to the Executive's individual performance will be deemed to be fully achieved and the actual level of achievement of all financial performance targets will be determined as if the Executive continued to be employed through the end of the applicable measuring year period.
(ic) Immediate full vesting of the Executive's ’s accounts under the Deferred Income Plan, and to the extent not permitted under such plan, a cash payment outside .
(d) Payment of the plan equal to premium for COBRA continuation health coverage for the value Executive and the Executive’s dependents until the earliest of (i) eighteen (18) months after such termination, (ii) until no longer eligible for COBRA continuation benefit coverage or (iii) the Executive commences other substantially full-time employment.
(e) If the Executive dies after the Executive’s termination of employment and before the end of the amount six-month period following the Executive’s termination, any payment provided under this Section 6.3 that would have vested under the plan.
been made (j) Continuation of participation for two and one-half (2 1/2) additional years in the Company's programs with regard case of a lump-sum payment) or that would have commenced (in the case of a periodic payment) on the first regular payroll date after the end of the six-month period shall instead be made or commence on the first regular payroll date following the Executive’s death, provided that the Executive’s beneficiary is otherwise entitled to tax preparation assistance and financial planning assistancereceive the payment under this Section 6.3. To the extent that any payment under this Section 6.3 is made “on the first regular payroll date” following a date or event, club dues and automobile (but the regular payroll date shall be determined based on the automobile then being used and no new one), in accordance with Company’s payroll cycle applicable to the Company's programs in effect Executive at the time of his separation from service (within the terminationmeaning of Section 409A of the Code), without regard to any change in the payroll cycle that becomes effective after the Executive’s separation from service.
(k) As provided in Exhibit A hereto.
Appears in 1 contract
Samples: Employment Agreement (Textron Inc)
Involuntary Termination by the Company Without Cause or Termination by the Executive for Good Reason. If the Executive is involuntarily terminated by the Company without Cause in accordance with Section 5(e) above or the Executive terminates his her employment for Good Reason in accordance with Section 5(f) above, the Executive shall be entitled, in lieu of any other payments or benefits, subject to Section 7(b) hereof, to any Accrued Obligations and the following:
(a) Payment, during January of the calendar year following the date of the Executive's termination, of an amount equal to the Executive's Termination Year Target Bonus multiplied by a fraction, the numerator of which is the number of days during the fiscal year of the Executive's termination that the Executive was employed by the Company and the denominator is three hundred sixty-five (365), provided that in no event shall such payment exceed fifty percent (50%) of the Termination Year Target Bonus.
(b) Continued payment off payroll for two and one-half (2 1/2) years (in approximately equal monthly installments) of an amount equal to two and one-half (2 1/2) times the sum of: (i) the Executive's Base Salary, and (ii) the greater of: (x) the Termination Year Target Bonus, or (y) the Executive's highest annual incentive compensation award earned during the last three (3) fiscal years ending prior to the fiscal year of termination (whether or not deferred).
(c) To the extent eligible at such time or, if the Executive would be eligible with credit for an additional two and one half (2 1/2) years of age and service credit, coverage under all applicable retiree health and other retiree welfare plans for the Executive and his her dependents (including, if he she is only eligible because of the extra age and service credit, an adjustment, to the extent necessary, to put the Executive in the same after-tax position as if he she had been eligible for such coverage) and, if not eligible for continued health coverage under the retiree health plan, payment of the Executive's and Executive's eligible dependents' COBRA continuation health coverage premiums for the Company's health insurance plan that generally applies to senior executives for the two and one-half (2 1/2) year period following the date of termination or, if earlier, until the Executive and Executive's dependents cease to be eligible for such coverage, provided that, if COBRA coverage cannot be provided for the full period, any excess period shall be covered under (d) below (and further provided that, if such premiums are taxable to the Executive, an adjustment such that the Executive has no after tax cost for the providing of such COBRA coverage).
(d) To the extent eligible on the date of termination, continued participation, at no additional after tax cost to the Executive than the Executive would have as an employee, in all welfare plans (other than medical plans covered under (c) above), until two and one-half (2 1/2) years after the date of termination; provided, however, that in the event the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular welfare plan, such continuation of coverage by the Company for such benefits under such plan shall immediately cease. To the extent such coverage cannot be provided under the Company's welfare benefit plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on the Executive, the Company shall pay the Executive an amount such that the Executive can purchase such benefits separately at no greater after tax cost to the Executive than the Executive would have had if the benefits were provided to the Executive as an employee.
(e) Two and one-half (2 1/2) additional years of service and compensation credit (at the Executive's then compensation level) for benefit purposes under any defined benefit type retirement plan, including but not limited to the SERP and the SBP if then in effect, and, if the Executive is not eligible to receive benefits under any such plan on the date of termination, two and one-half (2 1/2) additional years of age for determining eligibility to receive such benefits, provided that benefits under any such plan will not commence until the Executive actually attains the required distribution age under the plan or the Executive's spouse qualifies for death benefits under such plan and further provided that with regard to any plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") the additional amounts may be provided on a nonqualified plan basis.
(f) Payment promptly after termination of two and one-half (2 1/2) times the amount of the maximum Company annual contribution or match to any defined contribution type plan in which the Executive participates.
(g) Immediate full vesting of any outstanding stock options that would vest within two and one half (2 1/2) years after such termination of employment as if the Executive had continued employment for such two and one half (2 1/2) year period, to the extent permitted under the plan or grant, or if such vesting is not permitted, a cash payment equal to the difference between the fair market value of the shares covered by the unvested options and the exercise price of such unvested options (the "Spread") on the date of termination, and, in both cases, to the extent such options are exercisable for less than two and three quarters (2-3/4) years after termination (or, if less, the remainder of the respective terms), a cash payment equal to the Black- Scholes (based on the same methodology used for the Company's then latest distributed proxy statement or, if not so used, for internal valuation of the last stock option grants made by the Company prior to the termination) future value of such options for the lesser of two and three quarters (2-3/4) years or the remainder of such terms (any such payments shall be made promptly after such termination). The terms of the Executive's outstanding options are deemed to be modified to the extent required by this Section 6.3 (g).
(h) Payment when it would otherwise be paid in accordance with the 1994 Long-Term Incentive Plan of any amount due with regard to performance share units outstanding on the date of termination to the extent permitted under such plan, plus, outside of such plan, when it would otherwise have been paid, an amount equal to the amount the Executive would have received with regard to any performance share units outstanding at the time of termination that could not be so paid. For purposes of calculating the foregoing amounts, all discretionary performance targets relating to the Executive's individual performance will be deemed to be fully achieved and the actual level of achievement of all financial performance targets will be determined as if the Executive continued to be employed through the end of the applicable measuring period.
(i) Immediate full vesting of the Executive's accounts under the Deferred Income Plan, and to the extent not permitted under such plan, a cash payment outside of the plan equal to the value of the amount that would have vested under the plan.
(j) Continuation of participation for two and one-half (2 1/2) additional years in the Company's programs with regard to tax preparation assistance and financial planning assistance, club dues and automobile (but based on the automobile then being used and no new one), in accordance with the Company's programs in effect at the time of the termination.
(k) As provided in Exhibit A hereto.
Appears in 1 contract
Samples: Employment Agreement (Textron Inc)
Involuntary Termination by the Company Without Cause or Termination by the Executive for Good Reason. If the Executive is involuntarily terminated by the Company without Cause in accordance with Section 5(e) above or the Executive terminates his employment for Good Reason in accordance with Section 5(f) above, the Executive shall be entitled, in lieu of any other payments or benefits, subject to Section 7(b) hereof, to any Accrued Obligations and the following:
(a) Payment, during January of the calendar year following the date of the Executive's termination, of an amount equal to the Executive's Termination Year Target Bonus multiplied by a fraction, the numerator of which is the number of days during the fiscal year of the Executive's termination that the Executive was employed by the Company and the denominator is three hundred sixty-five (365), provided that in no event shall such payment exceed fifty percent (50%) of the Termination Year Target A Pro Rata Bonus.
(b) Continued payment off payroll for two and one-half (2 1/22) years (in approximately equal monthly installments) of an amount equal to two and one-half (2 1/22) times the sum of: of (i) the Executive's Base Salary, Salary and (ii) the greater of: higher of (x) the Termination Year Target Bonus, Executive's target incentive compensation established for the fiscal year in which the Executive's termination occurs or (y) the Executive's highest annual incentive compensation award earned during the last three (3) fiscal years ending prior a multiple thereof equal to the product of such target amount and the multiple of target earned by the Executive for the prior fiscal year of termination (whether or not deferred).
(c) To the extent eligible at such time or, if the Executive would be eligible with credit for an additional two and one half (2 1/22) years of age and service credit, coverage under all applicable retiree health and other retiree welfare plans for the Executive and his dependents (including, if he is only eligible because of the extra age and service credit, an adjustment, to the extent necessary, to put the Executive in the same after-tax position as if he had been eligible for such coverage) and, if not eligible for continued health coverage under the retiree health plan, payment of the Executive's and Executive's eligible dependents' COBRA continuation health coverage premiums for the Company's health insurance plan that generally applies to senior executives for the two and one-half (2 1/22) year period following the date of termination or, if earlier, until the Executive and Executive's dependents cease to be eligible for such coverage, provided that, if COBRA coverage cannot be provided for the full period, any excess period shall be covered under (d) below (and further provided that, if such premiums are taxable to the Executive, an adjustment such that the Executive has no after tax cost for the providing of such COBRA coverage).
(d) To the extent eligible on the date of termination, continued participation, at no additional after tax cost to the Executive than the Executive would have as an employee, in all welfare plans (other than medical plans covered under (c) above), until two and one-half (2 1/22) years after the date of termination; provided, however, that in the event the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular welfare plan, such continuation of coverage by the Company for such benefits under such plan shall immediately cease. To the extent such coverage cannot be provided under the Company's welfare benefit plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on the Executive, the Company shall pay the Executive an amount such that the Executive can purchase such benefits separately at no greater after tax cost to the Executive than the Executive would have had if the benefits were provided to the Executive as an employee.
(e) Two and one-half (2 1/2) additional years of service and compensation credit (at the Executive's then compensation level) for benefit purposes under any defined benefit type retirement plan, including but not limited to the SERP and the SBP if then in effect, and, if the Executive is not eligible to receive benefits under any such plan on the date of termination, two and one-half (2 1/2) additional years of age for determining eligibility to receive such benefits, provided that benefits under any such plan will not commence until the Executive actually attains the required distribution age under the plan or the Executive's spouse qualifies for death benefits under such plan and further provided that with regard to any plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") the additional amounts may be provided on a nonqualified plan basis.
(f) Payment promptly after termination of two and one-half (2 1/2) times the amount of the maximum Company annual contribution or match to any defined contribution type plan in which the Executive participates.
(g) Immediate full vesting of the Stock Options, the Restricted Stock and any outstanding stock options or other equity award that would vest within two and one half (2 1/22) years after such termination of employment as if the Executive had continued employment for such two and one half (2 1/22) year period, to the extent permitted under the plan or grant, or if such vesting is not permitted, a cash payment equal to the difference between the fair market value of the shares covered by the unvested options and the exercise price of such unvested options (the "Spread") on the date of termination, andor, in both casesthe case of Restricted Stock and other non-option equity grants that would have vested if permitted, the fair market value of such Restricted Stock or other non-option equity as of the date of termination. In addition, to the extent such the Stock Options or any other options are exercisable for less than two and three three- quarters (2-3/4) years after termination (or, if lessthe Executive's termination, the remainder of the respective terms), Executive also shall receive promptly following his termination a cash payment equal to the Black- Scholes estimated cash value of such options for the lesser of two and three-quarters (based on 2-3/4) years or the remainder of the respective terms of such options (calculated in accordance with the same Black-Scholes methodology used for the Company's then latest distributed proxy statement or, if not so used, for internal valuation of the last stock option grants made by the Company prior to the termination) future value of such options for the lesser of two and three quarters (2-3/4) years or the remainder of such terms (any such payments shall be made promptly after such termination). The terms of the Executive's outstanding options are deemed to be modified to the extent required by this Section 6.3 (g).
(hf) Payment when it would otherwise be paid in accordance with the 1994 Long-Term Incentive Plan of any amount due with regard to performance share units outstanding on the date of termination to the extent permitted under such plan, plus, outside of such plan, when it would otherwise have been paid, an amount equal to the amount the Executive would have received with regard to any performance share units outstanding at the time of termination that could not be so paid. For purposes of calculating the foregoing amounts, all discretionary performance targets relating to the Executive's individual performance will be deemed to be fully achieved and the actual level of achievement of all financial performance targets will be determined as if the Executive continued to be employed through the end of the applicable measuring period.
(ig) Immediate full vesting of the Executive's accounts under the Deferred Income Plan, and to the extent not permitted under such plan, a cash payment outside of the plan equal to the value of the amount that would have vested under the plan.
(jh) Continuation of participation for two and one-half (2 1/22) additional years in the Company's programs with regard to tax preparation assistance and financial planning assistance, club dues and automobile (but based on the automobile then being used and no new one), in accordance with the Company's programs in effect at the time of the termination.
(ki) As provided in Exhibit A heretoTo the extent that with regard to any particular item, the Executive would receive better treatment under the applicable Company plan or program, such better treatment shall apply.
Appears in 1 contract
Samples: Employment Agreement (Textron Inc)
