Involuntary Termination by the Company without Cause. 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 due to non-renewal of this Agreement by the Company 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 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 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 Compensation Committee (or, in the 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 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) 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) thirty (30) and the denominator of which is twelve (12); (d) In the event that the Board terminates the Executive’s employment without Cause on or after the date of the announcement of the transaction which leads to a CIC, the Executive shall be entitled to the 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 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 fifty thousand dollars ($50,000) of the benefits 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 fifty thousand dollars ($50,000) 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) Notwithstanding anything herein to the contrary, 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 a national statutory severance program applicable to such Executive.
Appears in 1 contract
Involuntary Termination by the Company without Cause. At all times during the Term, the Board may terminate the Executive’s employment for reasons other than death, Disability, Disability or for Cause, by providing to the Executive a Notice of Termination, at least sixty (60) 60 calendar days (ninety (90) 90 calendar days when termination is due to non-renewal extension of this Agreement the Term by the Company 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-renewalextension of the Term), 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 Targeted Annual Bonus award 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 third-party providers) after the Effective Date of Termination for a number of months equal 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 the Service Multiple times twelve (12)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 (or, in the event the Compensation Committee ceases to exist, the Board)Committee;
(4) All outstanding long-term incentive 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 to the treatment provided under the applicable long-term incentive plan of the Companyshall 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) 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) thirty (30) and the denominator of which is twelve (12);
(d) In the event that the Board terminates the Executive’s employment without Cause on or after the date of the announcement of the transaction which leads to a CIC, the Executive shall be entitled to the 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.
(e) Payment of all of the benefits 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.
(fd) Payment of all but fifty thousand dollars ($50,000) 10% of the benefits described in Section 7.4(b)(1), and payment of all but 10% of the benefits described in Section 7.4(b)(2) shall be paid in cash to the Executive in equal semimonthly installments over a single lump sum as soon as practicable following period of 12 consecutive months beginning on the Effective Date Payment Date, subject to the provisions of Termination, but in no event beyond thirty (30) days from such dateArticle 9. The fifty thousand dollars ($50,000) which was amounts that were withheld shall be paid in cash to the Executive in a single lump sum at the end of the twelve (12) 6-month restrictive period set forth in Sections 11.2 and 11.3 of this AgreementSection 13.3.
(ge) Except as specifically provided in Section 7.4(e) and (f7.4(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.
(hf) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12 and 12, 13, 14 and Sections 7.4, 13.3, 13.5, 15 and 13.7 Section 7.4 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this AgreementAgreement following the Effective Date of Termination pursuant to this Section 7.4.
(ig) Notwithstanding anything herein to the contrary, and subject to the provisions of Section 409A of the Code, 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 a national statutory severance program applicable to such Executive.
Appears in 1 contract
Involuntary Termination by the Company without Cause. At all times during the Term, the Board may terminate the Executive’s employment for reasons other than death, Disability, Disability or for Cause, by providing to the Executive a Notice of Termination, at least sixty (60) 60 calendar days (ninety (90) 90 calendar days when termination is due to non-renewal extension of this Agreement the Term by the Company 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-renewalextension of the Term), 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 Targeted Annual Bonus award 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 number of months equal 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 the Service Multiple times twelve (12)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 (or, in the event the Compensation Committee ceases to exist, the Board)Committee;
(4) All outstanding long-term incentive 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 to the treatment provided under the applicable long-term incentive plan of the Companyshall 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.; and
(7) If such termination of the Executive’s employment is effective after January 1st of any calendar year but prior to the payment of the Executive’s short-term incentive award (if any) for the prior calendar year, then the Executive shall be entitled to receive the full amount of the short-term incentive award (if any) for the prior calendar year, based on the Executive’s performance as determined by the Compensation and Human Resources Committee of the Board of Directors;
(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) thirty (30) and the denominator of which is twelve (12);
(d) In the event that the Board terminates the Executive’s employment without Cause on or after the date of the announcement of the transaction which leads to a CIC, the Executive shall be entitled to the 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.
(e) Payment of all of the benefits 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.
(fd) Payment of all but fifty thousand dollars ($50,000) 10% of the benefits described in Section 7.4(b)(1), and payment of all but 10% of the benefits described in Section 7.4(b)(2) shall be paid in cash to the Executive in equal semimonthly installments over a single lump sum as soon as practicable following period of 12 consecutive months beginning on the Effective Date Payment Date, subject to the provisions of Termination, but in no event beyond thirty (30) days from such dateArticle 9. The fifty thousand dollars ($50,000) which was amounts that were withheld shall be paid in cash to the Executive in a single lump sum at the end of the twelve (12) 6-month restrictive period set forth in Sections 11.2 and 11.3 of this AgreementSection 13.3.
(ge) If a CIC is consummated on or prior to the first anniversary of the Effective Date of Termination, then, prior to the consummation of such CIC, (i) the Company shall deliver to the Executive, in exchange for no consideration, the number of shares of the Company’s common stock forfeited upon termination of employment pursuant to unvested performance-based restricted stock awards, if any, and (ii) all other equity awards held by the Executive shall accelerate in full;
(f) Except as specifically provided in Section 7.4(e) and (f7.4(g), 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.
(hg) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12 and 12, 13, 14 and Sections 7.4, 13.3, 13.5, 15 and 13.7 Section 7.4 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this AgreementAgreement following the Effective Date of Termination pursuant to this Section 7.4.
(ih) Notwithstanding anything herein to the contrary, and subject to the provisions of Section 409A of the Code, 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 a national statutory severance program applicable to such Executive.
Appears in 1 contract
Involuntary Termination by the Company without Cause. At all times during the Term, the Board may terminate the Executive’s employment for reasons other than death, Disability, Disability or for Cause, by providing to the Executive a Notice of Termination, at least sixty (60) 60 calendar days (ninety (90) 90 calendar days when termination is due to non-renewal extension of this Agreement the Term by the Company 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-renewalextension of the Term), the Company shall pay and provide to the Executive:
(1) An amount equal to the Service Multiple two 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 two times the Executive’s targeted Targeted Annual Bonus award 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 number of months equal 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 the Service Multiple times twelve (12)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 (or, in the event the Compensation Committee ceases to exist, the Board)Committee;
(4) All outstanding long-term incentive 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 to the treatment provided under the applicable long-term incentive plan of the Companyshall immediately lapse;
(5) If a CIC is consummated on or prior to the first anniversary of the Effective Date of Termination, then, prior to the consummation of such CIC, (i) the Company shall deliver to the Executive, in exchange for no consideration, the number of shares of the Company’s common stock forfeited upon termination of employment pursuant to unvested performance-based restricted stock awards and (ii) all other equity awards held by the Executive shall accelerate in full;
(6) An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; and
(67) 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) 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) thirty (30) and the denominator of which is twelve (12);
(d) In the event that the Board terminates the Executive’s employment without Cause on or after the date of the announcement of the transaction which leads to a CIC, the Executive shall be entitled to the 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.
(ed) Payment of all but 10% of the benefits described in Section 7.4(b)(1), and payment of all but 10% of the benefits described in Section 7.4(b)(2) shall be paid in cash to the Executive in equal bi-weekly installments over a period of 24 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 fifty thousand dollars ($50,000) of the benefits in Section 7.4(b)(2) shall be paid in cash Date, subject to the Executive in a single lump sum as soon as practicable following the Effective Date provisions of Termination, but in no event beyond thirty (30) days from such dateArticle 9. The fifty thousand dollars ($50,000) which was amounts that were 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 13.2 and 11.3 of this Agreement13.3.
(ge) Except as specifically provided in Section 7.4(e) and (f7.4(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.
(hf) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12 and 12, 13, 14 and Sections 7.4, 13.3, 13.5, 15 and 13.7 Section 7.4 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this AgreementAgreement following the Effective Date of Termination pursuant to this Section 7.4.
(ig) Notwithstanding anything herein to the contrary, and subject to the provisions of Section 409A of the Code, 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 a national statutory severance program applicable to such Executive.
Appears in 1 contract
Involuntary Termination by the Company without Cause. 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) 60 calendar days (ninety (90) calendar days when termination is due to non-renewal of this Agreement by the Company 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. For the avoidance of doubt, when termination is due to non-extension of the Term by the Company pursuant to Section 1.2, the provisions of this Section 7.4 shall apply.
(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)period, the Company shall pay and provide to the Executive:
(1) An amount equal to the Service Multiple 1.5 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 1.5 times the Executive’s targeted Targeted Annual Bonus award 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) for a period of 24 months after the Effective Date of Termination for a number of months equal Termination. Such benefits (or payments in lieu thereof) shall be provided or paid in accordance with the Company’s regular payroll practice applicable to the Service Multiple times twelve (12)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 24 month 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 (or, in the event the Compensation Committee ceases to exist, the Board)Committee;
(4) Any time vesting long-term incentive awards granted on or after the Promotion Date that would vest based solely on the passage of time (rather than vesting based on performance conditions) and which would vest within twelve (12) months of the Effective Date of Termination shall accelerate, and become fully vested and exercisable, as applicable, and all restrictions to which such awards may be subject shall immediately lapse. Any outstanding equity awards granted to the Executive prior to the Promotion Date that vest based solely on the passage of time (rather than performance conditions) shall accelerate and become fully vested and exercisable, as applicable, and all restrictions to which such awards may be subject shall immediately lapse. All vested options shall remain exercisable for a period of twelve months after the Effective Date of Termination (but in no event shall be exercisable after the date that is ten years after the option’s date of grant). Except as otherwise provided herein or in the Original Employment Agreement, all outstanding long-term incentive awards shall otherwise 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 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.
(c7) For purposes If such termination of this Section 7.4Executive’s employment without Cause 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 term “Service Multiple” Executive shall be equal entitled to receive the 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. Additionally, if such termination is effective after a specified performance condition under 5.4(c)(1) through 5.4(c)(5) has been achieved, but prior to payment of the related portion of the contingent cash award, such amount shall be paid 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) thirty (30) and the denominator of which is twelve (12);Executive.
(d8) The unpaid portion of the Cash Retention Award shall vest and be immediately payable upon the Effective Date of Termination.
(c) In the event that the Board terminates the Executive’s employment without Cause on or after the date of the announcement of the transaction which leads to a CIC, the Executive shall be entitled to the 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.
(ed) Payment of all but 10% of the benefits described in Section 7.4(b)(1), and payment of all but 10% of the benefits described in Section 7.4(b)(2) shall be paid in cash to the Executive in equal bi-weekly installments over a period of consecutive 18 months equal to the Service Multiple times twelve (12) and beginning on the fifteenth day Payment Date, subject to the provisions of Article 9. The amounts that were withheld shall be paid in cash to the Executive in a single lump sum at the end of the 6-month following the month in which the Effective Date of Termination occurs.
(f) Payment of all but fifty thousand dollars ($50,000) of the benefits restrictive period set forth in Section 7.4(b)(213.3 The amount payable under Sections 7.4(b)(5), (7) and (8) 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) later than 30 days from after such date. The fifty thousand dollars ($50,000) 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.
(ge) Except as specifically provided in Section 7.4(e) and (f7.4(d), 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.
(hf) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12 and 12, 13, 14 and Sections 7.4, 13.3, 13.5, 15 and 13.7 Section 7.4 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this AgreementAgreement following the Effective Date of Termination pursuant to this Section 7.4.
(ig) Notwithstanding anything herein to the contrary, and subject to the provisions of Section 409A of the Code, 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 a national statutory severance program applicable to such Executive.
Appears in 1 contract
Involuntary Termination by the Company without Cause. At all times during the Termterm of this Agreement, the Board may terminate the Executive’s Xxxxxxx’x employment for reasons other than death, Disability, Retirement, or for Cause, by providing to the Executive Xxxxxxx a Notice of Termination, at least sixty (60) calendar days (ninety (90) calendar days when termination is due to non-renewal of this Agreement by the Company 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)period, the Company shall pay ay and provide to the ExecutiveXxxxxxx:
(1i) An amount equal to the Service Multiple three (3) times the Executive’s Xxxxxxx’x annual Base Salary salary established for the fiscal year in which the Effective Date of Termination occurs;
(2ii) An amount equal to the Service Multiple three (3) times the Executive’s Xxxxxxx’x 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;
(3iii) A continuation of the welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for three (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 providers3) full years after the Effective Date of Termination for a number of months equal to the Service Multiple times twelve (12)Termination. These benefits shall be provided to the Executive xxxxxxx at the same coverage level as in effect as of the Effective Date of Termination, and at the same premium cost to the Executive Xxxxxxx which was paid by the Executive Xxxxxxx 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 Xxxxxxx in a corresponding manner. The continuation of these welfare benefits shall be discontinued if prior to the expiration end of the period, three (3) year period in the Executive event Xxxxxxx has available substantially similar benefits at a comparable cost to the Executive Xxxxxxx from a subsequent employer, as determined by the Compensation Committee (or, in the 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;
(5iv) An amount equal to Xxxxxxx unpaid targeted Annual Bonus award established for the Executive’s fiscal year in which Xxxxxxx Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365) ;
(v) An amount equal to Xxxxxxx’x unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; and
(6vi) All other benefits to which the Executive Xxxxxxx has a vested right at the 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) thirty (30) and the denominator of which is twelve (12);
(d) . In the event that a Change in Control occurs within six (6) months after the Effective Date of Termination, with such termination a result of the Board terminates the Executive’s terminating Xxxxxxx’x employment without Cause on or after the date of the announcement of the transaction which leads to a CICCause, the Executive Xxxxxxx shall be entitled to the CIC Severance Benefits as provided in Section 8.3 8 in lieu of the Severance Benefits outlined in this Section 7.48 (d) .
(e) Payment of all of the benefits 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 fifty thousand dollars ($50,000) of the benefits 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 fifty thousand dollars ($50,000) 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) Notwithstanding anything herein to the contrary, 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 a national statutory severance program applicable to such Executive.
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