Common use of Involuntary Termination by the Company without Cause Clause in Contracts

Involuntary Termination by the Company without Cause. If the Executive’s employment is involuntarily terminated by the Company without Cause and for a reason other than death or Disability, subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g). The Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time the Executive’s employment terminates for twenty four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following: (i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

Appears in 10 contracts

Samples: Employment Agreement (Physicians Realty Trust), Employment Agreement (Physicians Realty Trust), Employment Agreement (Physicians Realty Trust)

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Involuntary Termination by the Company without Cause. If the Executive’s employment is involuntarily terminated by the Company without Cause and for a reason other than death or Disability, subject to compliance with the covenants in Section 9 and Section 10 and the execution, execution and timely return and non-revocation by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g5(f). The Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time the Executive’s his employment terminates for twenty four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following: (i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s his termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

Appears in 8 contracts

Samples: Employment Agreement (Physicians Realty Trust), Employment Agreement (Physicians Realty Trust), Employment Agreement (Physicians Realty Trust)

Involuntary Termination by the Company without Cause. If the Executive’s 's employment is involuntarily terminated by the Company without Cause and for a reason other than death or Disability, subject to compliance with the covenants in Section 9 and Section 10 and the execution, execution and timely return and non-revocation by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g5(f). The Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s 's Base Salary as in effect at the time the Executive’s his employment terminates for twenty four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following: (i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s 's group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA"), the Executive shall be provided continued coverage at the Company’s 's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s his termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive’s 's employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to "fully vested" in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

Appears in 7 contracts

Samples: Employment Agreement (Physicians Realty L.P.), Employment Agreement (Physicians Realty L.P.), Employment Agreement (Physicians Realty L.P.)

Involuntary Termination by the Company without Cause. If Upon notice to the Executive, the Company may terminate the Executive’s employment is involuntarily terminated by the Company without Cause and at any time for a any reason other than death for Cause and other than due to Disability (“Involuntary Termination Without Cause”). The Date of Termination shall be the date stated in such notice. (a) In the event of the Executive’s Involuntary Termination Without Cause, which occurs prior to the occurrence of, or Disabilityafter the conclusion of, subject a Change in Control Employment Period (defined at Section 11.4) that relates to compliance with the covenants a “Change in Control Event” (as defined in Section 9 and Section 10 and the execution, timely return and non-revocation by the Executive of the Release, and except as otherwise provided by Sections 12 and 1811.5(b)), the Executive shall be entitled to receive the amounts following payments and benefits described in this Section 5(g). The Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time the Executive’s employment terminates for twenty four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the followingbenefits: (i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan The Company shall become immediately fully vested and, in the case of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable pay to the Executive, in equal monthly installments over the twenty-four (24) month period beginning on the 60th day following the Executive’s “Separation from Service” (as such benefits, for purposes of Section 409A of term is defined in the Internal Revenue Code of 1986, as amended (the “Code”) Section 409A), an amount equal to the product of two (2) times the sum of (x) the Executive’s Base Salary and (y) the regulations amount of the last Annual Bonus for the Executive as determined by the Compensation Committee in accordance with the Annual Bonus Plan, regardless of the Date of Termination. (ii) The Executive’s participation in the Company’s health, dental, and other guidance issued thereunder) vision plans will end on the last day of the month in which the Date of Termination occurs. The Executive may elect to continue coverage under the health, dental and/or vision plans for himself and his eligible dependents in accordance with the terms and procedures of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If the Executive elects COBRA coverage, the Executive shall be provided as separate monthly in-kind payments responsible for remitting the COBRA premium to the Company (or to a COBRA administrator designated by the Company) in accordance with the terms of those benefitsthe Company’s health, dental and vision plans and applicable COBRA requirements. If the Executive elects COBRA coverage, the Company shall reimburse the Executive for a portion of the cost of such coverage until the end of the COBRA coverage period, up to a maximum period of eighteen (18) months. The amount of the Company’s reimbursement shall be equal to the sum of (1) the amount the Company would have otherwise paid for such coverage if the Executive had remained an active employee of the Company, and (2) the COBRA administration fee. If the Executive does not elect COBRA coverage, the Company shall have no obligation to the extent those Executive with respect to health, dental and vision benefits are subject to and not otherwise excepted from Section 409A following the Date of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; andTermination. (iii) A lump sum payment equal The Company shall provide the Executive with reasonable outplacement services not to two times exceed a cost of $25,000. Such services shall be provided no later than the average expiration of the Annual Bonuses two-year period following the Executive’s Separation from Service. (iv) The Executive shall be entitled to his Accrued Obligations and a Pro Rata Actual Bonus. The Accrued Obligations provided under Section 7.2(b)(i) and (ii) shall be paid to the Executive for in a lump sum cash payment within ten (10) days after the two fiscal years Date of Termination or as soon thereafter as may be practicable. The Accrued Obligations provided under Section 7.2(b)(iii) and (iv) shall be paid in accordance with the terms of the plan under which they are due. The Pro Rata Actual Bonus, if any, shall be paid to the Executive when annual bonuses are paid to other senior officers of the Company ending prior for such fiscal year. (v) The terms and conditions of the awards and agreements applicable to the Executive’s employment termination dateoutstanding stock options, if anystock grants, payable on the first payroll date after the revocation period for the Release has expiredstock appreciation rights, performance-based grants, and subject to forfeiture if all other forms of long-term incentive compensation, regardless of whether such compensation is equity or cash based, will govern the Executive violates any consequences of the covenants termination of the Executive’s employment under this Section 7.5. (b) Amounts payable under this Section 7.5 shall be in Section 9 and Section 10. For purposes lieu of clause any amounts otherwise payable under any severance plan or agreement covering senior officers of the Company. (c) In the event that the Company terminates the Executive’s employment at any time for any reason (i) aboveother than for Cause and other than due to Disability and (ii) after the Executive has attained age 65 or higher, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the awardsuch termination shall not be deemed an Involuntary Termination Without Cause.

Appears in 7 contracts

Samples: Severance Agreement (Carmax Inc), Severance Agreement (Carmax Inc), Severance Agreement (Carmax Inc)

Involuntary Termination by the Company without Cause. If the Executive’s employment is involuntarily terminated by the Company without Cause and for a reason other than death or Disability, subject to compliance with the covenants in Section 9 and Section 10 and the execution, execution and timely return and non-revocation by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g5(f). The Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s 's Base Salary as in effect at the time the Executive’s his employment terminates for twenty twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following: (i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s 's group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA"), the Executive shall be provided continued coverage at the Company’s 's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s his termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in in-kind benefits to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive’s 's employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to "fully vested" in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

Appears in 7 contracts

Samples: Employment Agreement (Physicians Realty Trust), Employment Agreement (Physicians Realty Trust), Employment Agreement (Physicians Realty Trust)

Involuntary Termination by the Company without Cause. If Upon notice to the Executive, the Company may terminate the Executive’s employment is involuntarily terminated by the Company without Cause and at any time for a any reason other than death for Cause and other than due to Disability (“Involuntary Termination Without Cause”). The Date of Termination shall be the date stated in such notice. (a) In the event of the Executive’s Involuntary Termination Without Cause, which occurs prior to the occurrence of a Change in Control or Disability, subject to compliance with the covenants an Asset Sale (each as defined in Section 9 and Section 10 and 11.2) or after the execution, timely return and non-revocation by the Executive conclusion of the Release, and except as otherwise provided by Sections 12 and 18Change in Control Employment Period (defined at Section 11.4), the Executive shall be entitled to receive the amounts following payments and benefits described in this Section 5(g). benefits: (i) The Company shall pay severance to the Executive Executive, in accordance with its normal payroll practicesequal monthly installments over the twenty-four (24) month period following the Date of Termination, an amount equal to the product of two (2) times the sum of (x) the Executive’s Base Salary and (y) the amount of the last Annual Bonus for the Executive as determined by the Compensation Committee in effect at the time the Executive’s employment terminates for twenty four (24) months, accordance with the first payment on Annual Bonus Plan, regardless of the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following: (i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case Date of options, exercisable in full;Termination. (ii) Provided that The Executive’s participation in the Company’s health, dental, and vision plans will end on the last day of the month in which the Date of Termination occurs. The Executive elects continuation of may elect to continue coverage under the Company’s group health plan pursuant to health, dental and/or vision plans for himself and his eligible dependents in accordance with the terms and procedures of the Consolidated Omnibus Budget Reconciliation Act of 19861985, as amended (“COBRA”). If the Executive elects COBRA coverage, the Executive shall be provided continued coverage at responsible for remitting the COBRA premium to the Company (or to a COBRA administrator designated by the Company) in accordance with the terms of the Company’s expense under any health insurance programs maintained by health, dental and vision plans and applicable COBRA requirements. If the Executive elects COBRA coverage, the Company in which shall reimburse the Executive participated at for a portion of the time cost of such coverage until the end of the COBRA coverage period, up to a maximum period of eighteen (18) months. The amount of the Company’s reimbursement shall be equal to the sum of (1) the amount the Company would have otherwise paid for such coverage if the Executive had remained an active employee of the Company, and (2) the COBRA administration fee. If the Executive does not elect COBRA coverage, the Company shall have no obligation to the Executive with respect to health, dental and vision benefits following the Date of Termination. (iii) The Company shall provide the Executive with outplacement services not to exceed a cost of $25,000.00. (iv) The Executive shall be entitled to his Accrued Obligations and a Pro Rata Actual Bonus. The Accrued Obligations provided under Section 7.2(b)(i) and (ii) shall be paid to the Executive in a lump sum cash payment within ten (10) days after the Date of Termination or as soon thereafter as may be practicable. The Accrued Obligations provided under Section 7.2(b)(iii) and (iv) shall be paid in accordance with the terms of the plan under which they are due. The Pro Rata Actual Bonus, if any, shall be paid to the Executive when annual bonuses are paid to other senior officers of the Company for such fiscal year. (v) The terms and conditions of the awards and agreements applicable to the Executive’s outstanding stock options, stock grants, stock appreciation rights, performance-based grants, and all other forms of long-term incentive compensation, regardless of whether such compensation is equity or cash based, will govern the consequences of the termination of the Executive’s termination for twelve employment under this Section 7.5. (12b) months Amounts payable under this Section 7.5 shall be in lieu of any amounts otherwise payable under any severance plan or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A agreement covering senior officers of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; andCompany. (iiic) A lump sum payment equal to two times In the average of the Annual Bonuses paid to the Executive for the two fiscal years of event that the Company ending prior to terminates the Executive’s employment termination date, if any, payable on the first payroll date after the revocation period at any time for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause reason (i) aboveother than for Cause and other than due to Disability and (ii) after the Executive has attained age 65 of higher, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the awardsuch termination shall not be deemed an Involuntary Termination Without Cause.

Appears in 5 contracts

Samples: Severance Agreement (Carmax Inc), Severance Agreement (Carmax Inc), Severance Agreement (Carmax Inc)

Involuntary Termination by the Company without Cause. If At all times during the Term, the Board may terminate the Executive’s employment for reasons other than death, Disability, or for Cause, by providing to the Executive a Notice of Termination, at least sixty (60) calendar days (ninety (90) calendar days when termination is involuntarily terminated due to non-renewal of this Agreement by the Company without Cause pursuant to Section 1.2) prior to the Effective Date of Termination; provided, however, that such notice shall not preclude the Company from requiring Executive to leave the Company immediately upon receipt of such notice. (a) Such Notice of Termination shall be irrevocable absent express, mutual consent of the parties. (b) Upon the Effective Date of Termination (not a Qualifying Termination), following the expiration of the sixty (60) day notice period (90 days in the case of non-renewal), the Company shall pay and provide to the Executive: (1) An amount equal to the Service Multiple times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (2) An amount equal to the Service Multiple times the Executive’s targeted Annual Bonus award established for the fiscal year in which the Effective Date of Termination occurs; provided, however, that no payment shall be made under this Section 7.4(b)(2) if the Effective Date of Termination is less than twelve (12) months after the Employment Date; (3) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third party providers) after the Effective Date of Termination for a reason other than death or Disabilitynumber of months equal to the Service Multiple times twelve (12). These benefits shall be provided to the Executive at the same coverage level as in effect as of the Effective Date of Termination, subject and at the same premium cost to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation Executive which was paid by the Executive at the time such benefits were provided. However, in the event the premium cost and/or level of coverage shall change for all employees of the ReleaseCompany, and except as otherwise provided by Sections 12 and 18or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of these welfare benefits shall be discontinued if prior to the expiration of the period, the Executive shall be entitled to receive the amounts and has available substantially similar benefits described in this Section 5(g). The Company shall pay severance at a comparable cost to the Executive from a subsequent employer, as determined by the Compensation Committee (or, in accordance with its normal payroll practicesthe event the Compensation Committee ceases to exist, the Board); (4) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company; (5) An amount equal to the Executive’s unpaid Base Salary as in effect and accrued but unused vacation pay through the Effective Date of Termination; and (6) All other benefits to which the Executive has a vested right at the time time, according to the provisions of the governing plan or program. (c) For purposes of this Section 7.4, the term “Service Multiple” shall be equal to the quotient resulting from a formula the numerator of which is the lesser of (a) full number of completed months that have elapsed since the Employment Date (but not less than 6 months) and (b) eighteen (18) and the denominator of which is twelve (12); (d) In the event that the Board terminates the Executive’s employment terminates for twenty four (24) months, with the first payment without Cause on the first payroll date or after the revocation period for date of the Release has expired; provided, that if announcement of the time period for returning and revoking the Release begins in one taxable year and ends in transaction which leads to a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In additionCIC, the Executive shall be entitled to the following:CIC Severance Benefits as provided in Section 8.3 in lieu of the Severance Benefits outlined in this Section 7.4. (e) Payment of all of the benefits described in Section 7.4(b)(1) shall be paid in cash to the Executive in equal bi-weekly installments over a period of consecutive months equal to the Service Multiple times twelve (12) and beginning on the fifteenth day of the month following the month in which the Effective Date of Termination occurs. (f) Payment of all but forty thousand dollars ($40,000) of the benefits described in Section 7.4(b)(2) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days from such date. The forty thousand dollars ($40,000) which was withheld shall be paid in cash to the Executive in a single lump sum at the end of the twelve (12) month restrictive period set forth in Sections 11.2 and 11.3 of this Agreement. (g) Except as specifically provided in Section 7.4(e) and (f), all other payments due to the Executive upon termination of employment shall be paid in accordance with the terms of such applicable plans or programs. (h) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12 and 14 and Sections 7.4, 13.3, 13.5, and 13.7 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement. (i) Any optionsNotwithstanding anything herein to the contrary, restricted shares or other awards granted the Company’s payment obligations under this Section 7.4 shall be offset by any amounts that the Company is required to pay to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant a national statutory severance program applicable to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the such Executive’s termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

Appears in 5 contracts

Samples: Employment Agreement (Bio Technology General Corp), Employment Agreement (Bio Technology General Corp), Employment Agreement (Bio Technology General Corp)

Involuntary Termination by the Company without Cause. If At all times during the Term, the Board may terminate the Executive’s employment for reasons other than death, Disability or Cause, by providing to the Executive a Notice of Termination, at least 60 calendar days (90 calendar days when termination is involuntarily terminated due to non-extension of the Term by the Company without Cause and for pursuant to Section 1.2) prior to the Effective Date of Termination; provided, however, that such notice shall not preclude the Company from requiring Executive to leave the Company immediately upon receipt of such notice. (a) Such Notice of Termination shall be irrevocable absent express, mutual consent of the parties. (b) Upon the Effective Date of Termination (not a reason other than death or DisabilityQualifying Termination), subject to compliance with following the covenants expiration of the 60-day notice period (90 days in Section 9 and Section 10 and the execution, timely return and case of non-revocation by the Executive extension of the Release, and except as otherwise provided by Sections 12 and 18Term), the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g). The Company shall pay severance and provide to the Executive in accordance with its normal payroll practices, Executive: (1) An amount equal to the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (2) An amount equal to the Executive’s Targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs; (3) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third party providers) after the Effective Date of Termination for two years. Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. These benefits shall be provided to the Executive at the same coverage level as in effect as of the Effective Date of Termination, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of these welfare benefits shall be discontinued if prior to the expiration of the period, the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation Committee; (4) All outstanding equity awards granted to the Executive that vest based solely on the passage of time (rather than performance conditions) shall become fully vested and exercisable, as applicable, and all restrictions to which such awards may be subject shall immediately lapse; (5) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; and (6) All other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. (c) In the event that the Board terminates the Executive’s employment terminates for twenty four (24) months, with the first payment without Cause on the first payroll date or after the revocation period for date of the Release has expired; provided, that if announcement of the time period for returning and revoking the Release begins in one taxable year and ends in transaction which leads to a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In additionCIC, the Executive shall be entitled to the following:CIC Severance Benefits as provided in Section 8.3 in lieu of the Severance Benefits outlined in this Section 7.4; provided, however, that to the extent the Executive terminates employment prior to the CIC, the CIC Severance Benefits shall be paid on the same schedule as the Severance Benefits. (id) Any optionsPayment of all but 10% of the benefits described in Section 7.4(b)(1), restricted shares or other awards granted and payment of all but 10% of the benefits described in Section 7.4(b)(2) shall be paid in cash to the Executive under in equal semimonthly installments over a period of 12 consecutive months beginning on the 2013 Equity Plan Payment Date, subject to the provisions of Article 9. The amounts that were withheld shall become immediately fully vested and, be paid in cash to the case Executive in a single lump sum at the end of options, exercisable the 6-month restrictive period set forth in full;Section 13.3. (iie) Provided that Except as specifically provided in Section 7.4(f), all other payments due to the Executive elects continuation upon termination of coverage under employment shall be paid in accordance with the Company’s group health plan pursuant to terms of such applicable plans or programs. (f) With the Consolidated Omnibus Budget Reconciliation Act exception of 1986Articles 8, as amended 9, 10, 11, 12, 13, 14 and 15 and Section 7.4 (“COBRA”which shall survive such termination), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which and the Executive participated at thereafter shall have no further obligations under this Agreement following the time Effective Date of the Executive’s termination for twelve Termination pursuant to this Section 7.4. (12g) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable Notwithstanding anything herein to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefitscontrary, and subject to the extent those benefits are subject to and not otherwise excepted from provisions of Section 409A of the Code, the provision of Company’s payment obligations under this Section 7.4 shall be offset by any amounts that the in-kind benefits during one calendar year shall not affect the in kind benefits Company is required to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid pay to the Executive for the two fiscal years of the Company ending prior under a national statutory severance program applicable to the such Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

Appears in 3 contracts

Samples: Employment Agreement (Savient Pharmaceuticals Inc), Employment Agreement (Savient Pharmaceuticals Inc), Employment Agreement (Savient Pharmaceuticals Inc)

Involuntary Termination by the Company without Cause. If At all times during the Term, the Board may terminate the Executive’s employment for reasons other than death, Disability or Cause, by providing to the Executive a Notice of Termination, at least 60 calendar days (90 calendar days when termination is involuntarily terminated due to non-extension of the Term by the Company without Cause and for pursuant to Section 1.2) prior to the Effective Date of Termination; provided, however, that such notice shall not preclude the Company from requiring Executive to leave the Company immediately upon receipt of such notice. (a) Such Notice of Termination shall be irrevocable absent express, mutual consent of the parties. (b) Upon the Effective Date of Termination (not a reason other than death or DisabilityQualifying Termination), subject to compliance with following the covenants expiration of the 60-day notice period (90 days in Section 9 and Section 10 and the execution, timely return and case of non-revocation by the Executive extension of the Release, and except as otherwise provided by Sections 12 and 18Term), the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g). The Company shall pay severance and provide to the Executive in accordance with its normal payroll practices, Executive: (1) An amount equal to the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (2) An amount equal to the Executive’s Targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs; (3) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third party providers) after the Effective Date of Termination for two years. Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. These benefits shall be provided to the Executive at the same coverage level as in effect as of the Effective Date of Termination, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of these welfare benefits shall be discontinued if prior to the expiration of the period, the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation Committee; (4) All outstanding equity awards granted to the Executive that vest based solely on the passage of time (rather than performance conditions) shall become fully vested and exercisable, as applicable, and all restrictions to which such awards may be subject shall immediately lapse; (5) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; and (6) All other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. (c) In the event that the Board terminates the Executive’s employment terminates for twenty four (24) months, with the first payment without Cause on the first payroll date or after the revocation period for date of the Release has expired; provided, that if announcement of the time period for returning and revoking the Release begins in one taxable year and ends in transaction which leads to a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In additionCIC, the Executive shall be entitled to the following:CIC Severance Benefits as provided in Section 8.3 in lieu of the Severance Benefits outlined in this Section 7.4; provided, however, that to the extent the Executive terminates employment prior to the CIC, the CIC Severance Benefits shall be paid on the same schedule as the Severance Benefits. (id) Any optionsPayment of all but 10% of the benefits described in Section 7.4(b)(1), restricted shares or other awards granted and payment of all but 10% of the benefits described in Section 7.4(b)(2) shall be paid in cash to the Executive under in equal bi-weekly installments over a period of 12 consecutive months beginning on the 2013 Equity Plan Payment Date, subject to the provisions of Article 9. The amounts that were withheld shall become immediately fully vested and, be paid in cash to the case Executive in a single lump sum at the end of options, exercisable the 6-month restrictive period set forth in full;Section 13.3. (iie) Provided that Except as specifically provided in Section 7.4(f), all other payments due to the Executive elects continuation upon termination of coverage under employment shall be paid in accordance with the Company’s group health plan pursuant to terms of such applicable plans or programs. (f) With the Consolidated Omnibus Budget Reconciliation Act exception of 1986Articles 8, as amended 9, 10, 11, 12, 13, 14 and 15 and Section 7.4 (“COBRA”which shall survive such termination), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which and the Executive participated at thereafter shall have no further obligations under this Agreement following the time Effective Date of the Executive’s termination for twelve Termination pursuant to this Section 7.4. (12g) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable Notwithstanding anything herein to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefitscontrary, and subject to the extent those benefits are subject to and not otherwise excepted from provisions of Section 409A of the Code, the provision of Company’s payment obligations under this Section 7.4 shall be offset by any amounts that the in-kind benefits during one calendar year shall not affect the in kind benefits Company is required to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid pay to the Executive for the two fiscal years of the Company ending prior under a national statutory severance program applicable to the such Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

Appears in 2 contracts

Samples: Employment Agreement (Savient Pharmaceuticals Inc), Employment Agreement (Savient Pharmaceuticals Inc)

Involuntary Termination by the Company without Cause. If At all times during the Term, the Chief Executive Officer of the Company may terminate the Executive’s employment for reasons other than death, Disability, or for Cause, by providing to the Executive a Notice of Termination, at least sixty (60) calendar days (ninety (90) calendar days when termination is involuntarily terminated due to non-renewal of this Agreement by the Company without Cause pursuant to Section 1.2) prior to the Effective Date of Termination; provided, however, that such notice shall not preclude the Company from requiring Executive to leave the Company immediately upon receipt of such notice. (a) Such Notice of Termination shall be irrevocable absent express, mutual consent of the parties. (b) Upon the Effective Date of Termination (not a Qualifying Termination), following the expiration of the sixty (60) day notice period (90 days in the case of non-renewal), the Company shall pay and provide to the Executive: (1) An amount equal to the Service Multiple times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (2) An amount equal to the Service Multiple times the Executive’s targeted Annual Bonus award established for the fiscal year in which the Effective Date of Termination occurs; provided, however, that no payment shall be made under this Section 7.4(b)(2) if the Effective Date of Termination is less than eighteen (18) months after the Employment Date; (3) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third party providers) after the Effective Date of Termination for a reason other than death or Disabilitynumber of months equal to the Service Multiple times twelve (12). These benefits shall be provided to the Executive at the same coverage level as in effect as of the Effective Date of Termination, subject and at the same premium cost to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation Executive that was paid by the Executive at the time such benefits were provided. However, in the event the premium cost and/or level of coverage shall change for all employees of the ReleaseCompany, and except as otherwise provided by Sections 12 and 18or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of these welfare benefits shall be discontinued if prior to the expiration of the period, the Executive shall be entitled to receive the amounts and has available similar benefits described in this Section 5(g). The Company shall pay severance at a comparable cost to the Executive from a subsequent employer, as determined by the Compensation Committee (or, in accordance with its normal payroll practicesthe event the Compensation Committee ceases to exist, the Board); (4) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company; (5) An amount equal to the Executive’s unpaid Base Salary as in effect and accrued but unused vacation pay through the Effective Date of Termination; and (6) All other benefits to which the Executive has a vested right at the time time, according to the provisions of the governing plan or program. (c) For purposes of this Section 7.4, the term “Service Multiple” shall be equal to the quotient resulting from a formula the numerator of which is the lesser of (a) full number of completed months that have elapsed since the Employment Date (but not less than six (6) months) and (b) eighteen (18) and the denominator of which is twelve (12); (d) In the event that the Board terminates the Executive’s employment terminates for twenty four (24) months, with the first payment without Cause on the first payroll date or after the revocation period for date of the Release has expired; provided, announcement of the transaction that if the time period for returning and revoking the Release begins in one taxable year and ends in leads to a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In additionCIC, the Executive shall be entitled to the following:CIC Severance Benefits as provided in Section 8.3 in lieu of the Severance Benefits outlined in this Section 7.4. (e) Payment of all of the benefits described in Section 7.4(b)(1) shall be paid in cash to the Executive in equal bi-weekly installments over a period of consecutive months equal to the Service Multiple times twelve (12) and beginning on the fifteenth day of the month following the month in which the Effective Date of Termination occurs. (f) Payment of all but forty thousand dollars ($40,000) of the benefits described in Section 7.4(b)(2) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days from such date. The forty thousand dollars ($40,000) which was withheld shall be paid in cash to the Executive in a single lump sum at the end of the twelve (12) month restrictive period set forth in Sections 11.2 and 11.3 of this Agreement. (g) Except as specifically provided in Section 7.4(e) and (f), all other payments due to the Executive upon termination of employment shall be paid in accordance with the terms of such applicable plans or programs. (h) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12 and 14 and Sections 7.4, 13.3, 13.5, and 13.7 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement. (i) Any optionsNotwithstanding anything herein to the contrary, restricted shares or other awards granted the Company’s payment obligations under this Section 7.4 shall be offset by any amounts that the Company is required to pay to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant a national statutory severance program applicable to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the such Executive’s termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

Appears in 2 contracts

Samples: Employment Agreement (Bio Technology General Corp), Employment Agreement (Bio Technology General Corp)

Involuntary Termination by the Company without Cause. If Except to the Executive’s extent paragraph 3(f) applies, if your employment is with or service to the Company, a Subsidiary or an Affiliate terminates involuntarily terminated by the Company and without Cause and for a reason other than death or Disabilityat such time you are entitled to receive benefits under the Executive Severance Policy, subject to compliance your timely execution of an agreement and release (the “Release”) in a form acceptable to the Company which will include restrictive covenants and a comprehensive release of all claims, the unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date, with the covenants in Section 9 and Section 10 and portion of the execution, timely return Stock Option subject to the execution and non-revocation by of a Release vested as of such termination of employment but with the Executive exercisability of such portion suspended until the effective date of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g). The Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time the Executive’s employment terminates for twenty four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following: (i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case event the Release does not become effective, such portion of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive Stock Option shall be provided continued coverage at the Company’s expense under any health insurance programs maintained canceled by the Company for no consideration. Notwithstanding anything to the contrary in the Executive Severance Policy, such prorated vesting shall be calculated by multiplying the total number of shares covered by this Stock Option as of the grant date by a fraction, the numerator of which is the number of days between the grant date and the effective date of your termination of employment or service and the denominator of which is the number of days between the grant date and the date of Full Vesting of this Award as defined in paragraph 3, less the portion of this Stock Option which has previously vested (or based on such other proration methodology selected by the Company which the Executive participated at Company determines in its sole discretion yields substantially the time same results as the foregoing proration methodology). The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Executive’s Company for no consideration. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion that vests effective on your termination for twelve date in accordance with the above calculation may be exercised by you (12or your legal representative or similar person) months or untiluntil the end of your Severance Period or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not entitled to benefits under the Executive obtains comparable coverage under a group health plan maintained by a new employer. To Severance Policy on the extent the benefits provided under the immediately preceding sentence are otherwise taxable date of such termination, this Stock Option shall cease to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefitsvest, and to the extent those benefits are subject to and not otherwise excepted from Section 409A already vested, may thereafter be exercised by you (or your legal representative or similar person) until the date which is three months after such involuntary termination, or if earlier, the expiration date of the Codeterm of this Stock Option. Notwithstanding the foregoing, if, at the time of your termination of employment, you have satisfied the applicable age or age and service requirement for “Retirement” under the Plan, the provision provisions of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (iparagraph 5(b) above, rather than this paragraph 5(d), shall be applicable to this Stock Option if at such time the reference provisions of paragraph 5(b) are more advantageous to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the awardyou.

Appears in 2 contracts

Samples: Nonqualified Stock Option Award Agreement (Western Union CO), Nonqualified Stock Option Award Agreement (Western Union CO)

Involuntary Termination by the Company without Cause. Upon notice to the Executive, the Company may terminate the Executive’s employment at any time for any reason other than for Cause and other than due to Disability (“Involuntary Termination Without Cause”). The Date of Termination shall be the date stated in such notice. (a) If the Company gives the Executive notice of nonrenewal of the Term of this Agreement, in accordance with Section 1.3, and pursuant to such notice the Executive’s employment is involuntarily terminated by the Company without Cause on the date of the expiration of the Term and for at any time prior to the Executive’s attainment of age 65, such termination shall be deemed an Involuntary Termination Without Cause. (b) In the event of the Executive’s Involuntary Termination Without Cause, which occurs prior to the occurrence of a reason other than death Change in Control or Disability, subject to compliance with the covenants an Asset Sale (each as defined in Section 9 and Section 10 and 11.2) or after the execution, timely return and non-revocation by the Executive conclusion of the Release, and except as otherwise provided by Sections 12 and 18Change in Control Employment Period (defined at Section 11.4), the Executive shall be entitled to receive the amounts following payments and benefits described in this Section 5(g). benefits: (i) The Company shall pay severance to the Executive Executive, in accordance with its normal payroll practicesequal monthly installments over the twenty-four (24) month period following the Date of Termination, an amount equal to the product of two (2) times the sum of (x) the Executive’s Base Salary and (y) the amount of the last Annual Bonus for the Executive as determined by the Compensation Committee in effect at the time the Executive’s employment terminates for twenty four (24) months, accordance with the first payment on Annual Bonus Plan, regardless of the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following: (i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case Date of options, exercisable in full;Termination. (ii) Provided that The Executive’s participation in the Company’s health, dental, and vision plans will end on the last day of the month in which the Date of Termination occurs. The Executive elects continuation of may elect to continue coverage under the Company’s group health plan pursuant to health, dental and/or vision plans for himself and his eligible dependents in accordance with the terms and procedures of the Consolidated Omnibus Budget Reconciliation Act of 19861985, as amended (“COBRA”). If the Executive elects COBRA coverage, the Executive shall be provided continued coverage at responsible for remitting the COBRA premium to the Company (or to a COBRA administrator designated by the Company) in accordance with the terms of the Company’s expense under any health insurance programs maintained by health, dental and vision plans and applicable COBRA requirements. If the Executive elects COBRA coverage, the Company in which shall reimburse the Executive participated at for a portion of the time cost of such coverage until the end of the COBRA coverage period, up to a maximum period of eighteen (18) months. The amount of the Company’s reimbursement shall be equal to the sum of (1) the amount the Company would have otherwise paid for such coverage if the Executive had remained an active employee of the Company, and (2) the COBRA administration fee. If the Executive does not elect COBRA coverage, the Company shall have no obligation to the Executive with respect to health, dental and vision benefits following the Date of Termination. (iii) The Company shall provide the Executive with outplacement services not to exceed a cost of $50,000. (iv) The Executive shall be entitled to his Accrued Obligations and a Pro Rata Actual Bonus. The Accrued Obligations provided under Section 7.2(b)(i) and (ii) shall be paid to the Executive in a lump sum cash payment within ten (10) days after the Date of Termination or as soon thereafter as may be practicable. The Accrued Obligations provided under Section 7.2(b)(iii) and (iv) shall be paid in accordance with the terms of the plan under which they are due. The Pro Rata Actual Bonus, if any, shall be paid to the Executive when annual bonuses are paid to other senior officers of the Company for such fiscal year. (v) The terms and conditions of the awards and agreements applicable to the Executive’s outstanding stock options, stock grants, stock appreciation rights, performance-based grants, and all other forms of long-term incentive compensation, regardless of whether such compensation is equity or cash based, will govern the consequences of the termination of the Executive’s termination for twelve employment under this Section 7.5. (12c) months Amounts payable under this Section 7.5 shall be in lieu of any amounts otherwise payable under any severance plan or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A agreement covering senior officers of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the awardCompany.

Appears in 2 contracts

Samples: Employment Agreement (Carmax Inc), Employment Agreement (Carmax Inc)

Involuntary Termination by the Company without Cause. If Upon notice to the Executive, the Company may terminate the Executive’s employment is involuntarily terminated by the Company without Cause and at any time for a any reason other than death for Cause and other than due to Disability (“Involuntary Termination Without Cause”). The Date of Termination shall be the date stated in such notice. (a) In the event of the Executive’s Involuntary Termination Without Cause, which occurs prior to the occurrence of, or Disabilityafter the conclusion of, subject a Change in Control Employment Period (defined at Section 11.4) that relates to compliance with the covenants a “Change in Control Event” (as defined in Section 9 and Section 10 and the execution, timely return and non-revocation by the Executive of the Release, and except as otherwise provided by Sections 12 and 1811.5(b)), the Executive shall be entitled to receive the amounts following payments and benefits described in this Section 5(g). The Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time the Executive’s employment terminates for twenty four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the followingbenefits: (i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan The Company shall become immediately fully vested and, in the case of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable pay to the Executive, in equal monthly installments over the twenty-four (24) month period beginning on the 60th day following the Executive’s “Separation from Service” (as such benefits, for purposes of Section 409A of term is defined in the Internal Revenue Code of 1986, as amended (the “Code”) Section 409A), an amount equal to the product of two (2) times the sum of (x) the Executive’s Base Salary and (y) the regulations amount of the last Annual Bonus for the Executive as determined by the Compensation Committee in accordance with the Annual Bonus Plan, regardless of the Date of Termination. (ii) The Executive’s participation in the Company’s health, dental, and other guidance issued thereunder) vision plans will end on the last day of the month in which the Date of Termination occurs. The Executive may elect to continue coverage under the health, dental and/or vision plans for himself and his eligible dependents in accordance with the terms and procedures of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If the Executive elects COBRA coverage, the Executive shall be provided as separate monthly in-kind payments responsible for remitting the COBRA premium to the Company (or to a COBRA administrator designated by the Company) in accordance with the terms of those benefitsthe Company’s health, dental and vision plans and applicable COBRA requirements. If the Executive elects COBRA coverage, the Company shall reimburse the Executive for a portion of the cost of such coverage until the end of the COBRA coverage period, up to a maximum period of eighteen (18) months. The amount of the Company’s reimbursement shall be equal to the sum of (1) the amount the Company would have otherwise paid for such coverage if the Executive had remained an active employee of the Company, and (2) the COBRA administration fee. If the Executive does not elect COBRA coverage, the Company shall have no obligation to the extent those Executive with respect to health, dental and vision benefits are subject to and not otherwise excepted from Section 409A following the Date of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; andTermination. (iii) A lump sum payment equal The Company shall provide the Executive with reasonable outplacement services not to two times exceed a cost of $25,000.00. Such services shall be provided no later than the average expiration of the Annual Bonuses two-year period following the Executive’s Separation from Service. (iv) The Executive shall be entitled to his Accrued Obligations and a Pro Rata Actual Bonus. The Accrued Obligations provided under Section 7.2(b)(i) and (ii) shall be paid to the Executive for in a lump sum cash payment within ten (10) days after the two fiscal years Date of Termination or as soon thereafter as may be practicable. The Accrued Obligations provided under Section 7.2(b)(iii) and (iv) shall be paid in accordance with the terms of the plan under which they are due. The Pro Rata Actual Bonus, if any, shall be paid to the Executive when annual bonuses are paid to other senior officers of the Company ending prior for such fiscal year. (v) The terms and conditions of the awards and agreements applicable to the Executive’s employment termination dateoutstanding stock options, if anystock grants, payable on the first payroll date after the revocation period for the Release has expiredstock appreciation rights, performance-based grants, and subject to forfeiture if all other forms of long-term incentive compensation, regardless of whether such compensation is equity or cash based, will govern the Executive violates any consequences of the covenants termination of the Executive’s employment under this Section 7.5. (b) Amounts payable under this Section 7.5 shall be in Section 9 and Section 10. For purposes lieu of clause any amounts otherwise payable under any severance plan or agreement covering senior officers of the Company. (c) In the event that the Company terminates the Executive’s employment at any time for any reason (i) aboveother than for Cause and other than due to Disability and (ii) after the Executive has attained age 65 of higher, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the awardsuch termination shall not be deemed an Involuntary Termination Without Cause.

Appears in 2 contracts

Samples: Severance Agreement (Carmax Inc), Severance Agreement (Carmax Inc)

Involuntary Termination by the Company without Cause. If the Executive’s employment is involuntarily terminated by the Company without Cause and for a reason other than death or Disability, subject to compliance with the covenants in Section 9 and Section 10 and the execution, execution and timely return and non-revocation by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g5(f). The Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time the Executive’s her employment terminates for twenty four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following: (i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s her termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

Appears in 2 contracts

Samples: Employment Agreement (Physicians Realty Trust), Employment Agreement (Physicians Realty Trust)

Involuntary Termination by the Company without Cause. If At all times during the Term, the Board may terminate the Executive’s employment for reasons other than death, Disability, or for Cause, by providing to the Executive a Notice of Termination, at least sixty (60) calendar days (ninety (90) calendar days when termination is involuntarily terminated due to non-renewal of this Agreement by the Company without Cause pursuant to Section 1.2) prior to the Effective Date of Termination; provided, however, that such notice shall not preclude the Company from requiring Executive to leave the Company immediately upon receipt of such notice. (a) Such Notice of Termination shall be irrevocable absent express, mutual consent of the parties. (b) Upon the Effective Date of Termination (not a Qualifying Termination), following the expiration of the sixty (60) day notice period (90 days in the case of non-renewal), the Company shall pay and provide to the Executive: (1) An amount equal to the Service Multiple times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (2) An amount equal to the Service Multiple times the Executive’s targeted Annual Bonus award established for the fiscal year in which the Effective Date of Termination occurs; provided, however, that no payment shall be made under this Section 7.4(b)(2) if the Effective Date of Termination is less than twelve (12) months after the Employment Date; (3) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third party providers) after the Effective Date of Termination for a reason other than death or Disabilitynumber of months equal to the Service Multiple times twelve (12). These benefits shall be provided to the Executive at the same coverage level as in effect as of the Effective Date of Termination, subject and at the same premium cost to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation Executive which was paid by the Executive at the time such benefits were provided. However, in the event the premium cost and/or level of coverage shall change for all employees of the ReleaseCompany, and except as otherwise provided by Sections 12 and 18or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of these welfare benefits shall be discontinued if prior to the expiration of the period, the Executive shall be entitled to receive the amounts and has available substantially similar benefits described in this Section 5(g). The Company shall pay severance at a comparable cost to the Executive from a subsequent employer, as determined by the Compensation Committee (or, in accordance with its normal payroll practicesthe event the Compensation Committee ceases to exist, the Board); (4) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company; (5) An amount equal to the Executive’s unpaid Base Salary as in effect and accrued but unused vacation pay through the Effective Date of Termination; and (6) All other benefits to which the Executive has a vested right at the time time, according to the provisions of the governing plan or program. (c) For purposes of this Section 7.4, the term “Service Multiple” shall be equal to the quotient resulting from a formula the numerator of which is the lesser of (a) full number of completed months that have elapsed since the Employment Date (but not less than 6 months) and (b) twenty-four (24) and the denominator of which is twelve (12); (d) In the event that the Board terminates the Executive’s employment terminates for twenty four (24) months, with the first payment without Cause on the first payroll date or after the revocation period for date of the Release has expired; provided, that if announcement of the time period for returning and revoking the Release begins in one taxable year and ends in transaction which leads to a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In additionCIC, the Executive shall be entitled to the following:CIC Severance Benefits as provided in Section 8.3 in lieu of the Severance Benefits outlined in this Section 7.4. (e) Payment of all of the benefits described in Section 7.4(b)(1) shall be paid in cash to the Executive in equal bi-weekly installments over a period of consecutive months equal to the Service Multiple times twelve (12) and beginning on the fifteenth day of the month following the month in which the Effective Date of Termination occurs. (f) Payment of all but forty-five thousand dollars ($45,000) of the benefits described in Section 7.4(b)(2) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days from such date. The forty-five thousand dollars ($45,000) which was withheld shall be paid in cash to the Executive in a single lump sum at the end of the twelve (12) month restrictive period set forth in Sections 11.2 and 11.3 of this Agreement. (g) Except as specifically provided in Section 7.4(e) and (f), all other payments due to the Executive upon termination of employment shall be paid in accordance with the terms of such applicable plans or programs. (h) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12 and 14 and Sections 7.4, 13.3, 13.5, and 13.7 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement. (i) Any optionsNotwithstanding anything herein to the contrary, restricted shares or other awards granted the Company’s payment obligations under this Section 7.4 shall be offset by any amounts that the Company is required to pay to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant a national statutory severance program applicable to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the such Executive’s termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

Appears in 2 contracts

Samples: Employment Agreement (Bio Technology General Corp), Separation and Release Agreement (Savient Pharmaceuticals Inc)

Involuntary Termination by the Company without Cause. If The Company may terminate the Executive’s employment is involuntarily terminated 's employment, at any time, for any reason other than death, Disability, Retirement, or for "Cause", by providing the Executive with at least forty-five (45) days written notice; provided, however, that for purposes of this Article 7.4 (a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 12.3 or 12.4 shall be deemed an involuntary termination without Cause. (a) Upon the Effective Date of Termination specified by the Company for termination by the Company without Cause and for a reason other than death or Disability, subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation by the Executive of the Release, and except as otherwise provided by Sections 12 and 18cause, the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g). The Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s , an amount equal to one (1) year of the Executive's Base Salary as in effect at the time and the Executive’s employment terminates 's target Annual Bonus established for twenty four (24) monthsthe fiscal year in which the Executive's Effective Date of Termination occurs according the Company's regularly scheduled payroll practices. If, with however, the first Company determines that such payments are subject to Treasury Regulation Service 1.409A-3(g)(2), payment shall begin on the first payroll day of the month following the six (6) month anniversary of the Executive's Effective Date of Termination, with 6/12 of the total payment made on such date after and 1/12 of the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until payment made on the first payroll date day of each month in the second taxable year. six (6) month period thereafter. (b) In addition, the Executive Company shall be entitled to continue, at the following: (i) Any options, restricted shares or other awards granted same cost to the Executive under as existed as of the 2013 Equity Plan shall become immediately fully vested andEffective Date of Termination, in all health and welfare benefit plan participation, as permitted by law, for one (1) full year following the case Executive's termination of optionsemployment; provided, exercisable in full; (ii) Provided however, that the Executive elects continuation applicable COBRA "period of coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense coverage" under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable subject to the Executive, such benefits, for purposes of Section 409A 4980B of the Internal Revenue Code of 1986, as amended (the "Code”) "), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (and the regulations and other guidance issued thereunderERISA) shall be provided begin as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the CodeEffective Date of Termination. (c) The Company shall also provide the Executive with six (6) months of outplacement services. (d) Any unvested stock options or any outstanding restricted stock, the provision excluding performance-based restricted stock grants, as of the inEffective Date of Termination, that would become vested (that is, exercisable in the case of stock options or transferable and non-kind benefits during one calendar year shall not affect forfeitable in the in kind benefits to be provided in any other calendar year; and (iiicase of restricted stock) A lump sum payment equal to two times the average of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement date of the performance goal or goals Effective Date of Termination. The Executive must satisfy the tax withholding requirements. The Company thereafter shall have no further obligations under the awardthis Agreement.

Appears in 1 contract

Samples: Employment Agreement (Circuit City Stores Inc)

Involuntary Termination by the Company without Cause. If (a) At any time during the term of this Agreement, the Board may terminate the Executive’s employment is involuntarily terminated 's employment, as provided under this Agreement, for reasons other than death, Disability, Retirement or for Cause, by notifying the Executive in writing of the Company's intent to terminate at least ninety (90) calendar days prior the effective date of such termination. (b) Following the expiration of the ninety (90) day notice period, the Company without Cause shall pay to the Executive a lump sum cash payment in an amount equal to three(3) times the Base Salary currently in effect; provided, however, that if (i) the notice of termination is provided on or after a Change in Control, (ii) the effective date of such termination occurs on or after a Change in Control or (iii) a Change in Control occurs within the period beginning on the effective date of such termination and for ending six (6) months thereafter, the payment under this sub-section (b) shall be a reason other than death lump sum cash payment in an amount equal to five (5) times the Base Salary currently in effect. (c) Upon a termination pursuant or Disability, subject to compliance with the covenants in this Section 9 and Section 10 and the execution, timely return and non-revocation by the Executive of the Release, and except as otherwise provided by Sections 12 and 186.4, the Executive shall be entitled to a continuation of all benefits pursuant to any and all welfare benefit plans under which the Executive and/or the Executive's family is eligible to receive benefits and/or coverage as of the amounts date of termination or as the same may be increased from time to time. Such benefits shall be provided to the Executive at the same premium cost to the Executive, if any, and at the same coverage level, as in effect as of the Executive's date of termination. The welfare benefits described in this Section 5(g). Subsection 6.4(c) shall continue following the date of termination for three (3) years; provided, however, that such benefits shall be discontinued prior to the end of such period in the event the Executive receives substantially similar benefits from a subsequent employer. (d) All unvested stock awards (including, but not limited to, any stock options and restricted stock) will vest on the date of termination. (e) The Company shall pay severance transfer (or cause to be transferred) to the Executive in accordance with its normal payroll practices, equal title to the Executive’s Base Salary as in effect at the time the Executive’s employment terminates for twenty four (24) months's company car, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following: (i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable without cost to the Executive, such benefitsand shall pay to the Executive a lump sum cash payment in an amount necessary to fully gross-up the state and federal income tax effects of said transfer. (f) Subject to the provisions of this Section 6.4, for purposes a termination pursuant to this Section 6.4 shall result in the termination of Section 409A all rights and obligations of the Internal Revenue Code parties under this Agreement; provided, however, that the terms and provisions of 1986, Article 8 shall continue to apply. The payments described in this Section 6.4 (as amended (the “Code”) (well as in Section 6.6 and the regulations and other guidance issued thereunderSection 6.7) shall be provided as separate monthly in-kind payments of those benefits, and in part to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid to compensate the Executive for the two fiscal years of the Company ending prior being subject to the provisions of Article 8 (if applicable) thereafter, even though the Executive’s 's employment termination date, if any, payable on the first payroll date after the revocation period has been terminated without Cause (or for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants Good Reason as provided in Section 9 and 6.6 or during the Window Period as provided in Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award6.7).

Appears in 1 contract

Samples: Employment Agreement (United Security Bancshares Inc)

Involuntary Termination by the Company without Cause. If At all times during the Term, the Board may terminate the Executive’s 's employment for reasons other than death, Disability, or for Cause, by providing to the Executive a Notice of Termination, at least sixty (60) calendar days (ninety (90) calendar days when termination is involuntarily terminated due to non-renewal of this Agreement by the Company without Cause and for a reason other than death or Disability, subject pursuant to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g). The Company shall pay severance 1.2) prior to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time the Executive’s employment terminates for twenty four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expiredEffective Date of Termination; provided, however, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments such notice shall not commence until preclude the first payroll date in Company from requiring Executive to leave the second taxable year. In addition, the Executive Company immediately upon receipt of such notice. (a) Such Notice of Termination shall be entitled to irrevocable absent express, mutual consent of the following:parties. (ib) Any optionsUpon the Effective Date of Termination (not a Qualifying Termination), restricted shares or other awards granted to following the Executive under expiration of the 2013 Equity Plan shall become immediately fully vested and, sixty (60) day notice period (90 days in the case of optionsnon-renewal), exercisable the Company shall pay and provide to the Executive: (1) An amount equal to the Service Multiple times the Executive's annual Base Salary established for the fiscal year in fullwhich the Effective Date of Termination occurs; (ii2) Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant An amount equal to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), Service Multiple times the Executive shall be provided continued coverage at Executive's targeted Annual Bonus award established for the Company’s expense under any health insurance programs maintained by the Company fiscal year in which the Executive participated at Effective Date of Termination occurs; provided, however, that no payment shall be made under this Section 7.4(b)(2) if the time Effective Date of the Executive’s termination for Termination is less than twelve (12) months after the Employment Date; (3) A continuation of the welfare benefits of medical, dental and life insurance coverage (or untilif continuation under the Company's then current plans is not allowed, if earlierthen provision at the Company's expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company's then current plan, of substantially similar welfare benefits from one or more third party providers) after the Effective Date of Termination for a number of months equal to the Service Multiple times twelve (12). These benefits shall be provided to the Executive at the same coverage level as in effect as of the Effective Date of Termination, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the date cost and/or coverage level, likewise, shall change for the Executive obtains in a corresponding manner. The continuation of these welfare benefits shall be discontinued if prior to the expiration of the period, the Executive has available substantially similar benefits at a comparable coverage under cost to the Executive from a group health plan maintained subsequent employer, as determined by a new employer. To the extent Compensation Committee (or, in the benefits event the Compensation Committee ceases to exist, the Board); (4) All outstanding long-term incentive awards shall be subject to the treatment provided under the immediately preceding sentence are otherwise taxable applicable long-term incentive plan of the Company; (5) An amount equal to the Executive, such benefits, for purposes 's unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar yearTermination; and (iii6) A lump sum payment equal All other benefits to two times which the average Executive has a vested right at the time, according to the provisions of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. governing plan or program. (c) For purposes of clause (i) abovethis Section 7.4, the reference term "Service Multiple" shall be equal to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level quotient resulting from a formula the numerator of achievement which is the lesser of (a) full number of completed months that have elapsed since the performance goal or goals under Employment Date (but not less than 6 months) and (b) eighteen (18) and the award.denominator of which is twelve (12);

Appears in 1 contract

Samples: Employment Agreement (Savient Pharmaceuticals Inc)

Involuntary Termination by the Company without Cause. If The Company may terminate the Executive’s employment is involuntarily terminated 's employment, at any time, for any reason other than death, Disability, Retirement, or for "Cause", by providing the Executive with at least forty-five (45) days written notice. (a) The Company's decision not to renew this Agreement at the Expiration Date of the Initial Term or any Renewal Period shall be deemed an involuntary termination without cause; provided, however, that for purposes of this Article 7.4 (a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 12.3 or 12.4 at a time other than the Expiration Date of the Initial Term or any Renewal Period, shall be deemed an involuntary termination without Cause. (b) Upon the Effective Date of Termination specified by the Company for termination by the Company without Cause and for a reason other than death or Disability, subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation by the Executive of the Release, and except as otherwise provided by Sections 12 and 18cause, the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g). The Company shall pay severance to the Executive Executive, in accordance with its normal payroll practices, equal monthly installments over the following twelve (12) month period an amount equal to the product of one (1) times both the Executive’s 's Base Salary as in effect at the time and the Executive’s employment terminates for twenty four (24) months, with the first payment on the first payroll date after the revocation period 's target Annual Bonus established for the Release has expired; provided, that if fiscal year in which the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable yearExecutive's Effective Date of Termination occurs. In addition, the Executive Company shall be entitled to continue, at the following: (i) Any options, restricted shares or other awards granted same cost to the Executive under as existed as of the 2013 Equity Plan shall become immediately fully vested andEffective Date of Termination, in all health and welfare benefit plan participation for two (2) full years following the case Executive's termination of optionsemployment; provided, exercisable in full; (ii) Provided however, that the Executive elects continuation applicable COBRA "period of coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense coverage" under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable subject to the Executive, such benefits, for purposes of Section 409A 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (ERISA) shall begin as of the Effective Date of Termination. (c) The Company shall also provide the Executive with outplacement services not to exceed a cost of fifty thousand dollars ($50,000). (d) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive's termination of employment. The Executive must satisfy the tax withholding requirements. (e) The Executive will be credited with age and service credit through the end of the Initial Term or current Renewal Period of this Agreement for purposes of computing benefits under the Company's pension, medical and other benefit plans, and the regulations and other guidance issued thereunder) shall be provided Company will continue the Executive's coverage under the Company's benefit plans as separate monthly in-kind payments of those benefits, and to if the extent those benefits are subject to and not otherwise excepted from Section 409A Executive remained employed through the end of the Codeterm of this Agreement. Notwithstanding the foregoing, if crediting such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications to either the plan or the Company, the provision of Company may pay the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; and (iii) A Executive a lump sum payment equal to two times cash amount that reasonably approximates the average of the Annual Bonuses paid after-tax value to the Executive for of such age and service credit and continued coverage through the two fiscal years end of the term of this Agreement, in lieu of giving such credit and continued coverage. The Company ending prior to the Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals thereafter shall have no further obligations under the awardthis Agreement.

Appears in 1 contract

Samples: Employment Agreement (Circuit City Stores Inc)

Involuntary Termination by the Company without Cause. If (a) At any time during the term of this Agreement, the Board may terminate the Executive’s employment is involuntarily terminated employment, as provided under this Agreement, for reasons other than death, Disability, Retirement or for Cause, by notifying the Executive in writing of the Company’s intent to terminate at least ninety (90) calendar days prior the effective date of such termination. (b) Following the expiration of the ninety (90) day notice period, the Company without Cause shall pay to the Executive a lump sum cash payment in an amount equal to three (3) times the Base Salary currently in effect; provided, however, that if (i) the notice of termination is provided on or after a Change in Control, (ii) the effective date of such termination occurs on or after a Change in Control or (iii) a Change in Control occurs within the period beginning on the effective date of such termination and for ending six (6) months thereafter, the payment under this sub-section (b) shall be a reason other than death lump sum cash payment in an amount equal to five (5) times the Base Salary currently in effect. (c) Upon a termination pursuant or Disability, subject to compliance with the covenants in this Section 9 and Section 10 and the execution, timely return and non-revocation by the Executive of the Release, and except as otherwise provided by Sections 12 and 186.4, the Executive shall be entitled to a continuation of all benefits pursuant to any and all welfare benefit plans under which the Executive and/or the Executive’s family is eligible to receive benefits and/or coverage as of the amounts date of termination or as the same may be increased from time to time. Such benefits shall be provided to the Executive at the same premium cost to the Executive, if any, and at the same coverage level, as in effect as of the Executive’s date of termination. The welfare benefits described in this Section 5(g). Subsection 6.4(c) shall continue following the date of termination for three (3) years; provided, however, that such benefits shall be discontinued prior to the end of such period in the event the Executive receives substantially similar benefits from a subsequent employer. (d) All unvested stock awards (including, but not limited to, any stock options and restricted stock) will vest on the date of termination. (e) The Company shall pay severance transfer (or cause to be transferred) to the Executive in accordance with its normal payroll practices, equal title to the Executive’s Base Salary company car, without cost to the Executive, and shall pay to the Executive a lump sum cash payment in an amount necessary to fully gross-up the state and federal income tax effects of said transfer. (f) Subject to the provisions of this Section 6.4, a termination pursuant to this Section 6.4 shall result in the termination of all rights and obligations of the parties under this Agreement; provided, however, that the terms and provisions of Article 8 shall continue to apply. The payments described in this Section 6.4 (as well as in effect at Section 6.6 and Section 6.7) shall be in part to compensate the time Executive for being subject to the provisions of Article 8 (if applicable) thereafter, even though the Executive’s employment terminates has been terminated without Cause (or for twenty four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following: (i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, Good Reason as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; and (iii) A lump sum payment equal to two times Section 6.6 or during the average of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants Window Period as provided in Section 9 and Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award6.7).

Appears in 1 contract

Samples: Employment Agreement (United Security Bancshares Inc)

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Involuntary Termination by the Company without Cause. If At all times during employment, the Board may terminate the Executive’s employment is involuntarily terminated for reasons other than death, Disability or Cause, by providing to the Executive a Notice of Termination. (a) Such Notice of Termination shall be irrevocable absent the express, mutual consent of the parties. (b) Upon the Effective Date of Termination (not a Qualifying Termination), the Company without Cause shall pay and provide to the Executive: (1) An amount equal to two times the Executive’s annual Base Salary established for a reason other than the fiscal year in which the Effective Date of Termination occurs; (2) An amount equal to two times the Executive’s Target Annual Bonus established for the fiscal year in which the Effective Date of Termination occurs; (3) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage (or Disabilityif continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to compliance payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third party providers) after the Effective Date of Termination for two years. Such benefits shall be provided or paid in accordance with the covenants Company’s regular payroll practice applicable to such benefits. These benefits shall be provided to the Executive at the same coverage level as in Section 9 effect as of the Effective Date of Termination, and Section 10 and at the execution, timely return and non-revocation same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. However, in the event the premium cost and/or level of coverage shall change for all employees of the ReleaseCompany, and except as otherwise provided by Sections 12 and 18or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of these welfare benefits shall be discontinued if prior to the expiration of the two-year period, the Executive shall be entitled to receive the amounts and has available substantially similar benefits described in this Section 5(g). The Company shall pay severance at a comparable cost to the Executive in accordance with its normal payroll practicesfrom a subsequent employer, as determined by the Board or Compensation Committee; (4) All outstanding equity awards granted to the Executive shall become fully vested and exercisable, as applicable, and all restrictions to which such awards may be subject shall immediately lapse; (5) An amount equal to the Executive’s unpaid Base Salary as in effect and accrued but unused vacation pay through the Effective Date of Termination; and (6) All other benefits to which the Executive has a vested right at the time time, according to the provisions of the governing plan or program. (c) In the event that the Board terminates the Executive’s employment terminates for twenty four (24) months, with the first payment without Cause on the first payroll date or after the revocation period for date of the Release has expired; provided, that if announcement of the time period for returning and revoking the Release begins in one taxable year and ends in transaction which leads to a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In additionCOC, the Executive shall be entitled to the following:COC Severance Benefits as provided in Section 8.3 in lieu of the Severance Benefits outlined in this Section 7.4; provided, however, that to the extent the Executive’s employment terminates prior to the COC, the COC Severance Benefits shall be paid on the same schedule as the Severance Benefits. (id) Any optionsSubject to Article 9 and Section 15.10, restricted shares or payment of all benefits described in Sections 7.4(b)(1) and (2) shall be made in a single sum on the Payment Date. (e) Except as specifically provided in Section 7.4(d), all other awards granted payments due to the Executive under upon termination of employment shall be paid in accordance with the 2013 Equity Plan shall become immediately fully vested and, in the case terms of options, exercisable in full;such applicable plans or programs. (iif) Provided that With the Executive elects continuation exception of coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986Articles 8, as amended 9, 10, 11, 12, 13, 14, 15, and 17 and Section 7.4 (“COBRA”which shall survive such termination), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which and the Executive participated at thereafter shall have no further obligations under this Agreement following the time Effective Date of the Executive’s termination for twelve Termination pursuant to this Section 7.4. (12g) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable Notwithstanding anything herein to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefitscontrary, and subject to the extent those benefits are subject to and not otherwise excepted from provisions of Section 409A of the Code, the provision of Company’s payment obligations under this Section 7.4 shall be offset by any amounts that the in-kind benefits during one calendar year shall not affect the in kind benefits Company is required to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid pay to the Executive for the two fiscal years of the Company ending prior under a national statutory severance program applicable to the such Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

Appears in 1 contract

Samples: Employment Agreement (Dendreon Corp)

Involuntary Termination by the Company without Cause. If At all times during the Term, the Board may terminate the Executive’s employment for reasons other than death, Disability, or for Cause, by providing to the Executive a Notice of Termination, at least sixty (60) calendar days (ninety (90) calendar days when termination is involuntarily terminated due to non-renewal of this Agreement by the Company without Cause pursuant to Section 1.2) prior to the Effective Date of Termination; provided, however, that such notice shall not preclude the Company from requiring Executive to leave the Company immediately upon receipt of such notice. (a) Such Notice of Termination shall be irrevocable absent express, mutual consent of the parties. (b) Upon the Effective Date of Termination (not a Qualifying Termination), following the expiration of the sixty (60) day notice period (90 days in the case of non-renewal), the Company shall pay and provide to the Executive: (1) The greater of the amount determined under (A) or the amount determined under (B); it being agreed and understood that the payments received by Executive under the programs set forth in (B) shall be deducted from the amount that Company is obligated to pay Executive under this Section 7.4: (A) An amount equal to the Service Multiple times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; plus an amount equal to the Service Multiple times the Executive’s targeted Annual Bonus award established for the fiscal year in which the Effective Date of Termination occurs; (B) The total amount payable to Executive pursuant to Directors Insurance, Keren Hishtalmut and similar programs under Israeli law. (2) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage after the Effective Date of Termination for a reason other than death number of months equal to the Service Multiple times twelve (12) or Disabilitythe maximum number of months mandated under Israeli law, subject whichever is greater. These benefits shall be provided to compliance with the covenants Executive at the same coverage level as in Section 9 effect as of the Effective Date of Termination, and Section 10 and at the execution, timely return and non-revocation same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. However, in the event the premium cost and/or level of coverage shall change for all employees of the ReleaseSubsidiary, and except as otherwise provided by Sections 12 and 18or for management employees of the Subsidiary with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of these welfare benefits shall be discontinued if prior to the expiration of the period, the Executive shall be entitled to receive the amounts and has available substantially similar benefits described in this Section 5(g). The Company shall pay severance at a comparable cost to the Executive from a subsequent employer, as determined by the Compensation Committee (or, in accordance with its normal payroll practicesthe event the Compensation Committee ceases to exist, the Board); (3) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company; (4) An amount equal to the Executive’s unpaid Base Salary as in effect and accrued but unused vacation pay through the Effective Date of Termination; and (5) All other benefits to which the Executive has a vested right at the time time, according to the provisions of the governing plan or program. (c) For purposes of this Section 7.4, the term “Service Multiple” shall be equal to the quotient resulting from a formula the numerator of which is the lesser of (a) full number of completed months that have elapsed since the Employment Date (but not less than 6 months) and (b) eighteen (18) and the denominator of which is twelve (12); (d) In the event that the Board terminates the Executive’s employment terminates for twenty four (24) months, with the first payment without Cause on the first payroll date or after the revocation period for date of the Release has expired; provided, that if announcement of the time period for returning and revoking the Release begins in one taxable year and ends in transaction which leads to a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In additionCIC, the Executive shall be entitled to the following:CIC Severance Benefits as provided in Section 8.3 in lieu of the Severance Benefits outlined in this Section 7.4. (ie) Any options, restricted shares or other awards granted Payment of all but forty thousand dollars ($40,000) of the benefits described in Section 7.4(b)(1) shall be paid in cash to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case equal bi-weekly installments over a period of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant consecutive months equal to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s termination for Service Multiple times twelve (12) months or until, if earlier, and beginning on the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A fifteenth day of the Internal Revenue Code month following the month in which the Effective Date of 1986Termination occurs, as amended unless mandated to be paid differently under Israeli law. The forty thousand dollars (the “Code”$40,000) (and the regulations and other guidance issued thereunder) which was withheld shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the paid in kind benefits to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid cash to the Executive for in a single lump sum at the two fiscal years end of the Company ending prior to the Executive’s employment termination date, if any, payable on the first payroll date after the revocation twelve (12) month restrictive period for the Release has expired, set forth in Sections 11.2 and subject to forfeiture if the Executive violates any 11.3 of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the awardthis Agreement.

Appears in 1 contract

Samples: Employment Agreement (Bio Technology General Corp)

Involuntary Termination by the Company without Cause. If At all times during the Term, the Board may terminate the Executive’s employment for reasons other than death, Disability, or for Cause, by providing to the Executive a Notice of Termination, at least sixty (60) calendar days (ninety (90) calendar days when termination is involuntarily terminated due to non-renewal of this Agreement by the Company without Cause pursuant to Section 1.2) prior to the Effective Date of Termination; provided, however, that such notice shall not preclude the Company from requiring Executive to leave the Company immediately upon receipt of such notice. (a) Such Notice of Termination shall be irrevocable absent express, mutual consent of the parties. (b) Upon the Effective Date of Termination (not a Qualifying Termination), following the expiration of the sixty (60) day notice period (90 days in the case of non-renewal), the Company shall pay and provide to the Executive: (1) An amount equal to the Service Multiple times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (2) An amount equal to the Service Multiple times the Executive’s targeted Annual Bonus award established for the fiscal year in which the Effective Date of Termination occurs; provided, however, that no payment shall be made under this Section 7.4(b)(2) if the Effective Date of Termination is less than twelve (12) months after the Effective Date of this Agreement; (3) A continuation of the welfare benefits of medical, dental and life insurance coverage (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third party providers) after the Effective Date of Termination for a reason other than death or Disabilitynumber of months equal to the Service Multiple times twelve (12). These benefits shall be provided to the Executive at the same coverage level as in effect as of the Effective Date of Termination, subject and at the same premium cost to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation Executive which was paid by the Executive at the time such benefits were provided. However, in the event the premium cost and/or level of coverage shall change for all employees of the ReleaseCompany, and except as otherwise provided by Sections 12 and 18or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of these welfare benefits shall be discontinued if prior to the expiration of the period, the Executive shall be entitled to receive the amounts and has available substantially similar benefits described in this Section 5(g). The Company shall pay severance at a comparable cost to the Executive from a subsequent employer, as determined by the Compensation Committee (or, in accordance with its normal payroll practicesthe event the Compensation Committee ceases to exist, the Board); Back to Contents (4) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company; (5) An amount equal to the Executive’s unpaid Base Salary as in effect and accrued but unused vacation pay through the Effective Date of Termination; and (6) All other benefits to which the Executive has a vested right at the time time, according to the provisions of the governing plan or program. (c) In the event that the Board terminates the Executive’s employment terminates for twenty four (24) months, with the first payment without Cause on the first payroll date or after the revocation period for date of the Release has expired; provided, that if announcement of the time period for returning and revoking the Release begins in one taxable year and ends in transaction which leads to a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In additionCIC, the Executive shall be entitled to the following:CIC Severance Benefits as provided in Section 8.3 in lieu of the Severance Benefits outlined in this Section 7.4. (id) Any options, restricted shares or other awards granted Payment of all of the benefits described in Section 7.4(b)(1) shall be paid in cash to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case equal bi-weekly installments over a period of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant consecutive months equal to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s termination for Service Multiple times twelve (12) months or until, if earlier, and beginning on the date fifteenth day of the Executive obtains comparable coverage under a group health plan maintained by a new employer. To month following the extent month in which the Effective Date of Termination occurs. (e) Payment of all but forty thousand dollars ($40,000) of the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of described in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder7.4(b)(2) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the paid in kind benefits to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid cash to the Executive for in a single lump sum as soon as practicable following the two fiscal years Effective Date of Termination, but in no event beyond thirty (30) days from such date. The forty thousand dollars ($40,000) which was withheld shall be paid in cash to the Executive in a single lump sum at the end of the Company ending prior twelve (12) month restrictive period set forth in Sections 11.2 and 11.3 of this Agreement. (f) Except as specifically provided in Section 7.4(e) and (f), all other payments due to the Executive’s Executive upon termination of employment termination date, if any, payable on shall be paid in accordance with the first payroll date after terms of such applicable plans or programs. (g) With the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any exception of the covenants contained in Section 9 Articles 8, 9, 10, 11, 12 and Section 10. For purposes of clause 14 and Sections 7.4, 13.3, 13.5, and 13.7 (i) abovewhich shall survive such termination), the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at Company and the maximum level of achievement of the performance goal or goals Executive thereafter shall have no further obligations under the awardthis Agreement.

Appears in 1 contract

Samples: Employment Agreement (Savient Pharmaceuticals Inc)

Involuntary Termination by the Company without Cause. If The Company may terminate the Executive’s employment is involuntarily terminated employment, at any time, for any reason other than death, Disability, Retirement, or for “Cause”, by providing the Executive with at least forty-five (45) days written notice. (a) The Company’s decision not to renew this Agreement at the Expiration Date of the Initial Term or any Renewal Period shall be deemed an involuntary termination without cause; provided, however, that for purposes of this Article 7.4 (a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 12.3 or 12.4 at a time other than the Expiration Date of the Initial Term or any Renewal Period, shall be deemed an involuntary termination without Cause. (b) Upon the Effective Date of Termination specified by the Company for termination by the Company without Cause and for a reason other than death or Disability, subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation by the Executive of the Release, and except as otherwise provided by Sections 12 and 18cause, the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g). The Company shall pay severance to the Executive Executive, in accordance with its normal payroll practices, equal monthly installments over the following twelve (12) month period an amount equal to the product of one (1) times both the Executive’s Base Salary as in effect at the time and the Executive’s employment terminates for twenty four (24) months, with the first payment on the first payroll date after the revocation period target Annual Bonus established for the Release has expired; provided, that if fiscal year in which the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable yearExecutive’s Effective Date of Termination occurs. In addition, the Executive Company shall be entitled to continue, at the following: (i) Any options, restricted shares or other awards granted same cost to the Executive under as existed as of the 2013 Equity Plan shall become immediately fully vested andEffective Date of Termination, in the case of options, exercisable in full; all health and welfare benefit plan participation for one (ii1) Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of full year following the Executive’s termination for twelve (12) months or untilof employment; provided, if earlierhowever, that the date the Executive obtains comparable coverage applicable COBRA “period of coverage” under a group health any plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable subject to the Executive, such benefits, for purposes of Section 409A 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (ERISA) shall begin as of the Effective Date of Termination. (c) The Company shall also provide the Executive with outplacement services not to exceed a cost of fifty thousand dollars ($50,000). (d) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive’s termination of employment. The Executive must satisfy the tax withholding requirements. (e) The Executive will be credited with age and service credit through the end of the Initial Term or current Renewal Period of this Agreement for purposes of computing benefits under the Company’s pension, medical and other benefit plans, and the regulations and other guidance issued thereunder) shall be provided Company will continue the Executive’s coverage under the Company’s benefit plans as separate monthly in-kind payments of those benefits, and to if the extent those benefits are subject to and not otherwise excepted from Section 409A Executive remained employed through the end of the Codeterm of this Agreement. Notwithstanding the foregoing, if crediting such age and service credit or continued coverage could adversely affect the tax qualification or tax treatment of a benefit plan, or otherwise have adverse legal ramifications to either the plan or the Company, the provision of Company may pay the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; and (iii) A Executive a lump sum payment equal to two times cash amount that reasonably approximates the average of the Annual Bonuses paid after-tax value to the Executive for of such age and service credit and continued coverage through the two fiscal years end of the term of this Agreement, in lieu of giving such credit and continued coverage. The Company ending prior to the Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals thereafter shall have no further obligations under the awardthis Agreement.

Appears in 1 contract

Samples: Employment Agreement (Circuit City Stores Inc)

Involuntary Termination by the Company without Cause. If the Executive’s employment is involuntarily terminated by the Company without Cause and for a reason other than death or Disability, subject to compliance with the covenants in Section 9 and Section 10 and the execution, execution and timely return and non-revocation by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g5(f). The Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time the Executive’s her employment terminates for twenty four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following: (i) i. Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case of options, exercisable in full; (ii) . Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s her termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; and (iii) . A lump sum payment equal to two times the average of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

Appears in 1 contract

Samples: Employment Agreement (Physicians Realty Trust)

Involuntary Termination by the Company without Cause. If At all times during the Term, the Board may terminate the Executive’s employment for reasons other than death, Disability, or for Cause, by providing to the Executive a Notice of Termination, at least sixty (60) calendar days (ninety (90) calendar days when termination is involuntarily terminated due to non-renewal of this Agreement by the Company without Cause pursuant to Section 1.2) prior to the Effective Date of Termination; provided, however, that such notice shall not preclude the Company from requiring Executive to leave the Company immediately upon receipt of such notice. (a) Such Notice of Termination shall be irrevocable absent express, mutual consent of the parties. (b) Upon the Effective Date of Termination (not a Qualifying Termination), following the expiration of the sixty (60) day notice period (90 days in the case of non-renewal), the Company shall pay and provide to the Executive: (1) An amount equal to the Service Multiple times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (2) An amount equal to the Service Multiple times the Executive’s targeted Annual Bonus award established for the fiscal year in which the Effective Date of Termination occurs; provided, however, that no payment shall be made under this Section 7.4(b)(2) if the Effective Date of Termination is less than twelve (12) months after the Effective Date of this Agreement; (3) A continuation of the welfare benefits of medical, dental and life insurance coverage (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third party providers) after the Effective Date of Termination for a reason other than death or Disabilitynumber of months equal to the Service Multiple times twelve (12). These benefits shall be provided to the Executive at the same coverage level as in effect as of the Effective Date of Termination, subject and at the same premium cost to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation Executive which was paid by the Executive at the time such benefits were provided. However, in the event the premium cost and/or level of coverage shall change for all employees of the ReleaseCompany, and except as otherwise provided by Sections 12 and 18or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of these welfare benefits shall be discontinued if prior to the expiration of the period, the Executive shall be entitled to receive the amounts and has available substantially similar benefits described in this Section 5(g). The Company shall pay severance at a comparable cost to the Executive from a subsequent employer, as determined by the Compensation Committee (or, in accordance with its normal payroll practicesthe event the Compensation Committee ceases to exist, the Board); (4) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company; (5) An amount equal to the Executive’s unpaid Base Salary as in effect and accrued but unused vacation pay through the Effective Date of Termination; and (6) All other benefits to which the Executive has a vested right at the time time, according to the provisions of the governing plan or program. (c) In the event that the Board terminates the Executive’s employment terminates for twenty four (24) months, with the first payment without Cause on the first payroll date or after the revocation period for date of the Release has expired; provided, that if announcement of the time period for returning and revoking the Release begins in one taxable year and ends in transaction which leads to a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In additionCIC, the Executive shall be entitled to the following:CIC Severance Benefits as provided in Section 8.3 in lieu of the Severance Benefits outlined in this Section 7.4. (id) Any options, restricted shares or other awards granted Payment of all of the benefits described in Section 7.4(b)(1) shall be paid in cash to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case equal bi-weekly installments over a period of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant consecutive months equal to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s termination for Service Multiple times twelve (12) months or until, if earlier, and beginning on the date fifteenth day of the Executive obtains comparable coverage under a group health plan maintained by a new employer. To month following the extent month in which the Effective Date of Termination occurs. (e) Payment of all but forty thousand dollars ($40,000) of the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of described in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder7.4(b)(2) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the paid in kind benefits to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid cash to the Executive for in a single lump sum as soon as practicable following the two fiscal years Effective Date of Termination, but in no event beyond thirty (30) days from such date. The forty thousand dollars ($40,000) which was withheld shall be paid in cash to the Executive in a single lump sum at the end of the Company ending prior twelve (12) month restrictive period set forth in Sections 11.2 and 11.3 of this Agreement. Back to Contents (f) Except as specifically provided in Section 7.4(e) and (f), all other payments due to the Executive’s Executive upon termination of employment termination date, if any, payable on shall be paid in accordance with the first payroll date after terms of such applicable plans or programs. (g) With the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any exception of the covenants contained in Section 9 Articles 8, 9, 10, 11, 12 and Section 10. For purposes of clause 14 and Sections 7.4, 13.3, 13.5, and 13.7 (i) abovewhich shall survive such termination), the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at Company and the maximum level of achievement of the performance goal or goals Executive thereafter shall have no further obligations under the awardthis Agreement.

Appears in 1 contract

Samples: Employment Agreement (Savient Pharmaceuticals Inc)

Involuntary Termination by the Company without Cause. If The Company may terminate the Executive’s employment is involuntarily terminated employment, at any time, for any reason other than death, Disability, Retirement, or for “Cause”, by providing the Executive with at least forty-five (45) days written notice; provided, however, that for purposes of this Article 7.4 (a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 12.3 or 12.4 shall be deemed an involuntary termination without Cause. (a) Upon the Effective Date of Termination specified by the Company for termination by the Company without Cause and for a reason other than death or Disability, subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation by the Executive of the Release, and except as otherwise provided by Sections 12 and 18cause, the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g). The Company shall pay severance to the Executive in accordance with its normal payroll practicesExecutive, an amount equal to the product of one (1) times both the Executive’s Base Salary as in effect at the time and the Executive’s employment terminates for twenty four (24) months, with the first payment on the first payroll date after the revocation period target Annual Bonus established for the Release has expired; providedfiscal year in which the Executive’s Effective Date of Termination occurs according the Company’s regularly scheduled payroll practices, that if or as otherwise determined by the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable yearCompany. In addition, the Executive Company shall be entitled to continue, at the following: (i) Any options, restricted shares or other awards granted same cost to the Executive under as existed as of the 2013 Equity Plan shall become immediately fully vested andEffective Date of Termination, in the case of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s group all health and welfare benefit plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986participation, as amended permitted by law, for one (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of 1) full year following the Executive’s termination for twelve (12) months or untilof employment; provided, if earlierhowever, that the date the Executive obtains comparable coverage applicable COBRA “period of coverage” under a group health any plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable subject to the Executive, such benefits, for purposes of Section 409A 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) ), or Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 (and the regulations and other guidance issued thereunderERISA) shall be provided begin as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the CodeEffective Date of Termination. (b) The Company shall also provide the Executive with outplacement services not to exceed a cost of fifty thousand dollars ($50,000). (c) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitable) if the provision Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average date of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive’s employment termination date, if any, payable on of employment. The Executive must satisfy the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10tax withholding requirements. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals The Company thereafter shall have no further obligations under the awardthis Agreement.

Appears in 1 contract

Samples: Employment Agreement (Circuit City Stores Inc)

Involuntary Termination by the Company without Cause. At all times during the Employment Term and outside the Window Period, the Board may terminate the Executive's employment, as provided under this Agreement, at any time for reasons other than a suspension for Disability or a termination for Cause, by notifying the Executive in writing of the Company's intent to terminate, at least thirty (30) calendar days prior the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period, the Company shall (i) pay the Executive a lump sum amount equal to the sum of (x) the Executive's Base Salary otherwise payable for the remaining Employment Term and (y) an amount equal to the sum of the Highest Annual Bonus for each fiscal year ending during the remaining Employment Term plus for the fiscal year in which the remaining Employment Term would expire, a prorata portion of the Highest Annual Bonus for such partial fiscal year, (ii) vest all long-term incentive awards of the Executive, and (iii) continue, at the Company's cost, all health and welfare benefits for the Executive's spouse and dependents for the remaining Employment Term. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. The Company will also provide outplacement services or will reimburse the Executive for the cost of such services as described in Section 10 herein. The Company and the Executive thereafter shall have no further obligations under this Agreement. If the Executive’s 's employment is involuntarily terminated during the Window Period by the Company without Cause and Board for a reason reasons other than death a suspension for Disability or Disability, subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation by the Executive of the Release, and except as otherwise provided by Sections 12 and 18a termination for Cause, the Executive shall be entitled to receive the amounts and benefits described provided in Section 7.1 herein in lieu of the benefits set forth in this Section 5(g). The Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s Base Salary as in effect at the time the Executive’s employment terminates for twenty four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following: (i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award6.5.

Appears in 1 contract

Samples: Employment Agreement (R&b Falcon Corp)

Involuntary Termination by the Company without Cause. If the Executive’s 's employment is involuntarily terminated by the Company without Cause and for a reason other than death or Disability, subject to compliance with the covenants in Section 9 and Section 10 and the execution, execution and timely return and non-revocation by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g5(f). The Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s 's Base Salary as in effect at the time the Executive’s her employment terminates for twenty four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following: (i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s 's group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA"), the Executive shall be provided continued coverage at the Company’s 's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s her termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive’s 's employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to "fully vested" in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

Appears in 1 contract

Samples: Employment Agreement (Physicians Realty L.P.)

Involuntary Termination by the Company without Cause. If the Executive’s employment is involuntarily terminated by the Company without Cause and for a reason other than death or Disability, subject to compliance with the covenants in Section 9 and Section 10 and the execution, execution and timely return and non-revocation by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g5(f). The Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive’s 's Base Salary as in effect at the time the Executive’s her 5 employment terminates for twenty twenty-four (24) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following: : (i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case of options, exercisable in full; ; (ii) Provided that the Executive elects continuation of coverage under the Company’s 's group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA"), the Executive shall be provided continued coverage at the Company’s 's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s her termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in in-kind benefits to be provided in any other calendar year; and and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive’s 's employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to "fully vested" in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award. (g) Non-Renewal of the Agreement by the Company. If the Executive’s employment terminates due to non-renewal of the Agreement by the Company or automatic termination of the Agreement on December 31, 2022, subject to compliance with the covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, and except as otherwise provided by Sections 12 and 18, the Executive shall be entitled to receive the amounts and benefits described in this Section 5(g). The Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to the Executive's Base Salary as in effect at the time her employment terminates for six (6) months, with the first payment on the first payroll date after the revocation period for the Release has expired; provided, that if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In addition, the Executive shall be entitled to the following: 6 (i) Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan that are subject to performance-based vesting conditions shall vest, based on the actual level of achievement of the performance goal or goals under the award and shall be pro-rated based on the Executive's period of service during the performance period. Any options, restricted shares or other awards granted to the Executive under the 2013 Equity Plan that are not subject to performance-based vesting conditions shall be accelerated and such awards shall become immediately fully vested and, in the case of options, exercisable in full; and (ii) Provided that the Executive elects continuation of coverage under the Company's group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA"), the Executive shall be provided continued coverage at the Company's expense under any health insurance programs maintained by the Company in which the Executive participated at the time of her termination for six (6) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year. Notwithstanding the foregoing, if the Executive and the Company enter into a new agreement for the performance of services by the Executive for the Company or its affiliate with respect to the period commencing on or immediately after December 31, 2022, the Executive shall not be entitled to receive the amounts and benefits described in this Section 5(g) and this Section 5(g) shall be null and void and of no further effect.

Appears in 1 contract

Samples: Employment Agreement (Physicians Realty L.P.)

Involuntary Termination by the Company without Cause. If At all times during the Term, the Board may terminate the Executive’s employment for reasons other than death, Disability, or for Cause, by providing to the Executive a Notice of Termination, at least sixty (60) calendar days (ninety (90) calendar days when termination is involuntarily terminated due to non-renewal of this Agreement by the Company without Cause pursua nt to Section 1.2) prior to the Effective Date of Termination; provided, however, that such notice shall not preclude the Company from requiring Executive to leave the Company immediately upon receipt of such notice. (a) Such Notice of Termination shall be irrevocable absent express, mutual consent of the parties. (b) Upon the Effective Date of Termination (not a Qualifying Termination), following the expiration of the sixty (60) day notice period (90 days in the case of non-renewal), the Company shall pay and provide to the Executive: (1) An amount equal to the Service Multiple times the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (2) An amount equal to the Service Multiple times the Executive’s targeted Annual Bonus award established for the fiscal year in which the Effective Date of Termination occurs; provided, however, that no payment shall be made under this Section 7.4(b)(2) if the Effective Date of Termination is less than twelve (12) months after the Employment Date; (3) A continuation of the welfare benefits of medical, dental and life insurance coverage (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits from one or more third party providers) after the Effective Date of Termination for a reason other than death or Disabilitynumber of months equal to the Service Multiple times twelve (12). These benefits shall be provided to the Executive at the same coverage level as in effect as of the Effective Date of Termination, subject and at the same premium cost to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation Executive which was paid by the Executive at the time such benefits were provided. However, in the event the premium cost and/or level of coverage shall change for all employees of the ReleaseCompany, and except as otherwise provided by Sections 12 and 18or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of these welfare benefits shall be discontinued if prior to the expiration of the period, the Executive shall be entitled to receive the amounts and has available substantially similar benefits described in this Section 5(g). The Company shall pay severance at a comparable cost to the Executive from a subsequent employer, as determined by the Compensation Committee (or, in accordance with its normal payroll practicesthe event the Compensation Committee ceases to exist, the Board); (4) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company; (5) An amount equal to the Executive’s unpaid Base Salary as in effect and accrued but unused vacation pay through the Effective Date of Termination; and (6) All other benefits to which the Executive has a vested right at the time time, according to the provisions of the governing plan or program. (c) For purposes of this Section 7.4, the term “Service Multiple” shall be equal to the quotient resulting from a formula the numerator of which is the lesser of (a) full number of completed months that have elapsed since the Employment Date (but not less than 6 months) and (b) eighteen (18) and the denominator of which is twelve (12); (d) In the event that the Board terminates the Executive’s employment terminates for twenty four (24) months, with the first payment without Cause on the first payroll date or after the revocation period for date of the Release has expired; provided, that if announcement of the time period for returning and revoking the Release begins in one taxable year and ends in transaction which leads to a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In additionCIC, the Executive shall be entitled to the following:CIC Severance Benefits as provided in Section 8.3 in lieu of the Severance Benefits outlined in this Section 7.4. (e) Payment of all of the benefits described in Section 7.4(b)(1) shall be paid in cash to the Executive in equal bi-weekly installments over a period of consecutive months equal to the Service Multiple times twelve (12) and beginning on the fifteenth day of the month following the month in which the Effective Date of Termination occurs. (f) Payment of all but forty thousand dollars ($40,000) of the benefits described in Section 7.4(b)(2) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days from such date. The forty thousand dollars ($40,000) which was withheld shall be paid in cash to the Executive in a single lump sum at the end of the twelve (12) month restrictive period set forth in Sections 11.2 and 11.3 of this Agreement. (g) Except as specifically provided in Section 7.4(e) and (f), all other payments due to the Executive upon termination of employment shall be paid in accordance with the terms of such applicable plans or programs. (h) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12 and 14 and Sections 7.4, 13.3, 13.5, and 13.7 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement. (i) Any optionsNotwithstanding anything herein to the contrary, restricted shares or other awards granted the Company’s payment obligations under this Section 7.4 shall be offset by any amounts that the Company is required to pay to the Executive under the 2013 Equity Plan shall become immediately fully vested and, in the case of options, exercisable in full; (ii) Provided that the Executive elects continuation of coverage under the Company’s group health plan pursuant a national statutory severance program applicable to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the such Executive’s termination for twelve (12) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in kind benefits to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid to the Executive for the two fiscal years of the Company ending prior to the Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

Appears in 1 contract

Samples: Employment Agreement (Savient Pharmaceuticals Inc)

Involuntary Termination by the Company without Cause. If At all times during the Term, the Board may terminate the Executive’s employment for reasons other than death, Disability or Cause, by providing to the Executive a Notice of Termination, at least 60 calendar days (90 calendar days when termination is involuntarily terminated due to non-extension of the Term by the Company without Cause and for pursuant to Section 1.2) prior to the Effective Date of Termination; provided, however, that such notice shall not preclude the Company from requiring Executive to leave the Company immediately upon receipt of such notice. (a) Such Notice of Termination shall be irrevocable absent express, mutual consent of the parties. (b) Upon the Effective Date of Termination (not a reason other than death or DisabilityQualifying Termination), subject to compliance with following the covenants expiration of the 60-day notice period (90 days in Section 9 and Section 10 and the execution, timely return and case of non-revocation by the Executive extension of the ReleaseTerm), the Company shall pay and except as otherwise provided by Sections 12 and 18provide to the Executive: (1) An amount equal to the Executive’s annual Base Salary established for the fiscal year in which the Effective Date of Termination occurs; (2) An amount equal to the Executive’s Targeted Annual Bonus Award established for the fiscal year in which the Effective Date of Termination occurs; (3) Additionally, if such termination is effective after January 1st of any calendar year but prior to the payment of the Executive’s Annual Bonus (if any) for the prior calendar year, then the Executive shall be entitled to receive the amounts full amount of the Annual Bonus (if any) for the prior calendar year as determined by the Board in its sole discretion based upon the Executive’s performance for the prior calendar year; (4) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for twenty-four (24) months after the Effective Date of Termination (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive of those payments which Executive would have been obligated to make under the Company’s then current plan, of substantially similar welfare benefits described from one or more third party providers) . Such benefits (or payments in this Section 5(g)lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to such benefits. The Company These benefits shall pay severance be provided to the Executive at the same coverage level as in accordance effect as of the Effective Date of Termination, and at the same premium cost to the Executive which was paid by the Executive at the time such benefits were provided. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with its normal payroll practicesrespect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The continuation of these welfare benefits shall be discontinued if prior to the expiration of the period, the Executive has available substantially similar benefits at a comparable cost to the Executive from a subsequent employer, as determined by the Board or Compensation Committee; (5) An amount equal to the Executive’s unpaid Base Salary as in effect and accrued but unused vacation pay through the Effective Date of Termination; and (6) All other benefits to which the Executive has a vested right at the time time, according to the provisions of the governing plan or program. (c) In the event that the Board terminates the Executive’s employment terminates for twenty four (24) months, with the first payment without Cause on the first payroll date or after the revocation period for date of the Release has expired; provided, that if announcement of the time period for returning and revoking the Release begins in one taxable year and ends in transaction which leads to a second taxable year, the payments shall not commence until the first payroll date in the second taxable year. In additionCIC, the Executive shall be entitled to the following:CIC Severance Benefits as provided in Section 8.3 in lieu of the Severance Benefits outlined in this Section 7.4; provided, however, that to the extent the Executive terminates employment prior to the CIC, the CIC Severance Benefits shall be paid on the same schedule as the Severance Benefits. (id) Any optionsPayment of all but 10% of the benefits described in Section 7.4(b)(1), restricted shares or other awards granted and payment of all but 10% of the benefits described in Section 7.4(b)(2) shall be paid in cash to the Executive under in equal semimonthly installments over a period of 12 consecutive months beginning on the 2013 Equity Plan Payment Date, subject to the provisions of Article 9. The amounts that were withheld shall become immediately fully vested and, be paid in cash to the case Executive in a single lump sum at the end of options, exercisable the 6-month restrictive period set forth in full;Section 13.3. (iie) Provided that Except as specifically provided in Section 7.4(f), all other payments due to the Executive elects continuation upon termination of coverage under employment shall be paid in accordance with the Company’s group health plan pursuant to terms of such applicable plans or programs. (f) With the Consolidated Omnibus Budget Reconciliation Act exception of 1986Articles 8, as amended 9, 10, 11, 12, 13, 14 and 15 and Section 7.4 (“COBRA”which shall survive such termination), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which and the Executive participated at thereafter shall have no further obligations under this Agreement following the time Effective Date of the Executive’s termination for twelve Termination pursuant to this Section 7.4. (12g) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable Notwithstanding anything herein to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefitscontrary, and subject to the extent those benefits are subject to and not otherwise excepted from provisions of Section 409A of the Code, the provision of Company’s payment obligations under this Section 7.4 shall be offset by any amounts that the in-kind benefits during one calendar year shall not affect the in kind benefits Company is required to be provided in any other calendar year; and (iii) A lump sum payment equal to two times the average of the Annual Bonuses paid pay to the Executive for the two fiscal years of the Company ending prior under a national statutory severance program applicable to the such Executive’s employment termination date, if any, payable on the first payroll date after the revocation period for the Release has expired, and subject to forfeiture if the Executive violates any of the covenants in Section 9 and Section 10. For purposes of clause (i) above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

Appears in 1 contract

Samples: Employment Agreement (Savient Pharmaceuticals Inc)

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