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

Involuntary Termination by the Company without Cause. Upon notice to the Senior Vice President, the Company may terminate the Senior Vice President’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) In the event of the Senior Vice President’s Involuntary Termination Without Cause, which occurs prior to the occurrence of, or after the conclusion of, a Change in Control Employment Period (defined at Section 11.4) that relates to a “Change in Control Event” (as defined in Section 11.5(b)), the Senior Vice President shall receive the following payments and benefits: (i) The Company shall pay to the Senior Vice President, in equal monthly installments over the twenty-four (24) month period beginning on the 60th day following the Senior Vice President’s “Separation from Service” (as such term is defined in the Internal Revenue Code of 1986, as amended (“Code”) Section 409A), an amount equal to the product of two (2) times the sum of (x) the Senior Vice President’s Base Salary and (y) the amount of the last Annual Bonus for the Senior Vice President as determined by the Compensation Committee in accordance with the Annual Bonus Plan, regardless of the Date of Termination. (ii) The Senior Vice President’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 Senior Vice President 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 Senior Vice President elects COBRA coverage, the Senior Vice President shall be 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 health, dental and vision plans and applicable COBRA requirements. If the Senior Vice President elects COBRA coverage, the Company shall reimburse the Senior Vice President 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 Senior Vice President had remained an active employee of the Company, and (2) the COBRA administration fee. If the Senior Vice President does not elect COBRA coverage, the Company shall have no obligation to the Senior Vice President with respect to health, dental and vision benefits following the Date of Termination. (iii) The Company shall provide the Senior Vice President with reasonable outplacement services not to exceed a cost of $25,000.00. Such services shall be provided no later than the expiration of the two-year period following the Senior Vice President’s Separation from Service. (iv) The Senior Vice President 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 Senior Vice President 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 Senior Vice President 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 Senior Vice President’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 Senior Vice President’s employment under this Section 7.5. (b) Amounts payable under this Section 7.5 shall be in lieu of 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 Senior Vice President’s employment at any time for any reason (i) other than for Cause and other than due to Disability and (ii) after the Senior Vice President has attained age 65 of higher, such termination shall not be deemed an Involuntary Termination Without Cause.

Appears in 1 contract

Samples: Severance Agreement (Carmax Inc)

Involuntary Termination by the Company without Cause. Upon notice to the Senior Vice President, the Company may terminate the Senior Vice President’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) In the event of the Senior Vice President’s Involuntary Termination Without Cause, which occurs prior to the occurrence of, or after the conclusion of, a Change in Control Employment Period (defined at Section 11.4) that relates to a “Change in Control Event” (as defined in Section 11.5(b)), the Senior Vice President shall receive the following payments and benefits: (i) The Company shall pay to the Senior Vice President, in equal monthly installments over the twenty-four (24) month period beginning on the 60th day following the Senior Vice President’s “Separation from Service” (as such term is defined in the Internal Revenue Code of 1986, as amended (“Code”) Section 409A), an amount equal to the product of two (2) times the sum of (x) the Senior Vice President’s Base Salary and (y) the amount of the last Annual Bonus for the Senior Vice President as determined by the Compensation Committee in accordance with the Annual Bonus Plan, regardless of the Date of Termination. (ii) The Senior Vice President’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 Senior Vice President 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 Senior Vice President elects COBRA coverage, the Senior Vice President shall be 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 health, dental and vision plans and applicable COBRA requirements. If the Senior Vice President elects COBRA coverage, the Company shall reimburse the Senior Vice President 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 Senior Vice President had remained an active employee of the Company, and (2) the COBRA administration fee. If the Senior Vice President does not elect COBRA coverage, the Company shall have no obligation to the Senior Vice President with respect to health, dental and vision benefits following the Date of Termination. (iii) The Company shall provide the Senior Vice President with reasonable outplacement services not to exceed a cost of $25,000.00. Such services shall be provided no later than the expiration of the two-year period following the Senior Vice President’s Separation from Service. (iv) The Senior Vice President 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 Senior Vice President 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 Senior Vice President 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 Senior Vice President’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 Senior Vice President’s employment under this Section 7.5. (b) Amounts payable under this Section 7.5 shall be in lieu of 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 Senior Vice President’s employment at any time for any reason (i) other than for Cause and other than due to Disability and (ii) after the Senior Vice President has attained age 65 of higher, such termination shall not be deemed an Involuntary Termination Without Cause.

Appears in 1 contract

Samples: Severance Agreement (Carmax Inc)

Involuntary Termination by the Company without Cause. Upon notice to the Senior Vice PresidentExecutive, the Company may terminate the Senior Vice PresidentExecutive’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) In the event of the Senior Vice PresidentExecutive’s Involuntary Termination Without Cause, which occurs prior to the occurrence of, or after the conclusion of, a Change in Control Employment Period (defined at Section 11.4) that relates to a “Change in Control Event” (as defined in Section 11.5(b)), the Senior Vice President Executive shall receive the following payments and benefits: (i) The Company shall pay to the Senior Vice PresidentExecutive, in equal monthly installments over the twenty-four (24) month period beginning on the 60th day following the Senior Vice PresidentExecutive’s “Separation from Service” (as such term is defined in the Internal Revenue Code of 1986, as amended (“Code”) Section 409A), an amount equal to the product of two (2) times the sum of (x) the Senior Vice PresidentExecutive’s Base Salary and (y) the amount of the last Annual Bonus for the Senior Vice President Executive as determined by the Compensation Committee in accordance with the Annual Bonus Plan, regardless of the Date of Termination. (ii) The Senior Vice PresidentExecutive’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 Senior Vice President 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 Senior Vice President Executive elects COBRA coverage, the Senior Vice President Executive shall be 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 health, dental and vision plans and applicable COBRA requirements. If the Senior Vice President Executive elects COBRA coverage, the Company shall reimburse the Senior Vice President 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 Senior Vice President Executive had remained an active employee of the Company, and (2) the COBRA administration fee. If the Senior Vice President Executive does not elect COBRA coverage, the Company shall have no obligation to the Senior Vice President Executive with respect to health, dental and vision benefits following the Date of Termination. (iii) The Company shall provide the Senior Vice President Executive with reasonable outplacement services not to exceed a cost of $25,000.0050,000. Such services shall be provided no later than the expiration of the two-year period following the Senior Vice PresidentExecutive’s Separation from Service. (iv) The Senior Vice President 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 Senior Vice President 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 Senior Vice President 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 Senior Vice PresidentExecutive’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 Senior Vice PresidentExecutive’s employment under this Section 7.5. (b) Amounts payable under this Section 7.5 shall be in lieu of 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 Senior Vice PresidentExecutive’s employment at any time for any reason (i) other than for Cause and other than due to Disability and (ii) after the Senior Vice President Executive has attained age 65 of or higher, such termination shall not be deemed an Involuntary Termination Without Cause.

Appears in 1 contract

Samples: Severance Agreement (Carmax Inc)

Involuntary Termination by the Company without Cause. Upon notice to the Senior Vice PresidentExecutive, the Company may terminate the Senior Vice PresidentExecutive’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) . In the event of the Senior Vice PresidentExecutive’s Involuntary Termination Without Cause, which occurs prior to the occurrence of, or after the conclusion of, a Change in Control Employment Period (defined at Section 11.4) that 11.4)that relates to a “Change in Control Event” (as defined in Section 11.5(b)), the Senior Vice President Executive shall receive the following payments and benefits: (i) : The Company shall pay to the Senior Vice PresidentExecutive, in equal monthly installments over the twenty-four (24) month period beginning on the 60th day following the Senior Vice PresidentExecutive’s “Separation from Service” (as such term is defined in the Internal Revenue Code of 1986, as amended (“Code”) Section 409A), an amount equal to the product of two (2) times the sum of (x) the Senior Vice PresidentExecutive’s Base Salary and (y) the amount of the last Annual Bonus for the Senior Vice President Executive as determined by the Compensation Committee in accordance with the Annual Bonus Plan, regardless of the Date of Termination. (ii) . The Senior Vice PresidentExecutive’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 Senior Vice President 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 Senior Vice President Executive elects COBRA coverage, the Senior Vice President Executive shall be 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 health, dental and vision plans and applicable COBRA requirements. If the Senior Vice President Executive elects COBRA coverage, the Company shall reimburse the Senior Vice President 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 Senior Vice President Executive had remained an active employee of the Company, and (2) the COBRA administration fee. If the Senior Vice President Executive does not elect COBRA coverage, the Company shall have no obligation to the Senior Vice President Executive with respect to health, dental and vision benefits following the Date of Termination. (iii) . The Company shall provide the Senior Vice President Executive with reasonable outplacement services not to exceed a cost of $25,000.00. Such services shall be provided no later than the expiration of the two-year period following the Senior Vice PresidentExecutive’s Separation from Service. (iv) . The Senior Vice President 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 Senior Vice President 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 Senior Vice President 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 Senior Vice PresidentExecutive’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 Senior Vice PresidentExecutive’s employment under this Section 7.5. (b) . Amounts payable under this Section 7.5 shall be in lieu of 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 Senior Vice PresidentExecutive’s employment at any time for any reason (i) other than for Cause and other than due to Disability and (ii) after the Senior Vice President Executive has attained age 65 of higher, such termination shall not be deemed an Involuntary Termination Without Cause.

Appears in 1 contract

Samples: Severance Agreement (Carmax Inc)

Involuntary Termination by the Company without Cause. Upon notice to the Senior Vice President, the Company may terminate the Senior Vice President’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) . In the event of the Senior Vice President’s Involuntary Termination Without Cause, which occurs prior to the occurrence of, or after the conclusion of, a Change in Control Employment Period (defined at Section 11.4) that relates to a “Change in Control Event” (as defined in Section 11.5(b)), the Senior Vice President shall receive the following payments and benefits: (i) : The Company shall pay to the Senior Vice President, in equal monthly installments over the twenty-four (24) month period beginning on the 60th day following the Senior Vice President’s “Separation from Service” (as such term is defined in the Internal Revenue Code of 1986, as amended (“Code”) Section 409A), an amount equal to the product of two (2) times the sum of (x) the Senior Vice President’s Base Salary and (y) the amount of the last Annual Bonus for the Senior Vice President as determined by the Compensation Committee in accordance with the Annual Bonus Plan, regardless of the Date of Termination. (ii) . The Senior Vice President’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 Senior Vice President 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 Senior Vice President elects COBRA coverage, the Senior Vice President shall be 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 health, dental and vision plans and applicable COBRA requirements. If the Senior Vice President elects COBRA coverage, the Company shall reimburse the Senior Vice President 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 Senior Vice President had remained an active employee of the Company, and (2) the COBRA administration fee. If the Senior Vice President does not elect COBRA coverage, the Company shall have no obligation to the Senior Vice President with respect to health, dental and vision benefits following the Date of Termination. (iii) . The Company shall provide the Senior Vice President with reasonable outplacement services not to exceed a cost of $25,000.00. Such services shall be provided no later than the expiration of the two-year period following the Senior Vice President’s Separation from Service. (iv) . The Senior Vice President 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 Senior Vice President 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 Senior Vice President 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 Senior Vice President’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 Senior Vice President’s employment under this Section 7.5. (b) . Amounts payable under this Section 7.5 shall be in lieu of 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 Senior Vice President’s employment at any time for any reason (i) other than for Cause and other than due to Disability and (ii) after the Senior Vice President has attained age 65 of higher, such termination shall not be deemed an Involuntary Termination Without Cause.

Appears in 1 contract

Samples: Severance Agreement (Carmax Inc)

Involuntary Termination by the Company without Cause. Upon notice to the Senior Vice PresidentExecutive, the Company may terminate the Senior Vice PresidentExecutive’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 terminated by the Company on the date of the expiration of the Term and 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 Senior Vice PresidentExecutive’s Involuntary Termination Without Cause, which occurs prior to the occurrence of, or after the conclusion of, a Change in Control Employment Period (defined at Section 11.4) that relates to a “Change in Control Event” (as defined in Section 11.5(b)), the Senior Vice President Executive shall receive the following payments and benefits: (i) The Company shall pay to the Senior Vice PresidentExecutive, in equal monthly installments over the twenty-four (24) month period beginning on the 60th day following the Senior Vice PresidentExecutive’s “Separation from Service” (as such term is defined in the Internal Revenue Code of 1986, as amended (“Code”) Section 409A), an amount equal to the product of two (2) times the sum of (x) the Senior Vice PresidentExecutive’s Base Salary and (y) the amount of the last Annual Bonus for the Senior Vice President Executive as determined by the Compensation Committee in accordance with the Annual Bonus Plan, regardless of the Date of Termination. (ii) The Senior Vice PresidentExecutive’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 Senior Vice President 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 Senior Vice President Executive elects COBRA coverage, the Senior Vice President Executive shall be 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 health, dental and vision plans and applicable COBRA requirements. If the Senior Vice President Executive elects COBRA coverage, the Company shall reimburse the Senior Vice President 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 Senior Vice President Executive had remained an active employee of the Company, and (2) the COBRA administration fee. If the Senior Vice President Executive does not elect COBRA coverage, the Company shall have no obligation to the Senior Vice President Executive with respect to health, dental and vision benefits following the Date of Termination. (iii) The Company shall provide the Senior Vice President Executive with reasonable outplacement services not to exceed a cost of $25,000.0050,000. Such services shall be provided no later than the expiration of the two-year period following the Senior Vice PresidentExecutive’s Separation from Service. (iv) The Senior Vice President 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 Senior Vice President 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 Senior Vice President 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 Senior Vice PresidentExecutive’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 Senior Vice PresidentExecutive’s employment under this Section 7.5. (bc) Amounts payable under this Section 7.5 shall be in lieu of 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 Senior Vice President’s employment at any time for any reason (i) other than for Cause and other than due to Disability and (ii) after the Senior Vice President has attained age 65 of higher, such termination shall not be deemed an Involuntary Termination Without Cause.

Appears in 1 contract

Samples: Employment Agreement (Carmax Inc)