Involuntary Termination of Employment Following a Change in Control. (a) Subject to the terms of this Agreement, the Executive shall be entitled to receive severance payments from the Company for services previously rendered to the Company and its Affiliated Companies if all of the following conditions are met: (1) a Change of Control occurs during the Change of Control Period, (2) the Executive’s employment is terminated under circumstances constituting an Involuntary Termination, and (3) the Date of Termination occurs during the period commencing upon such Change of Control and ending on the date that is six (6) months and ten (10) business days following the Change of Control. In such event, the severance provisions of this Agreement shall control and take precedence over any inconsistent terms of any currently existing employment or severance arrangement between the Company and the Executive, and the Company shall: (i) within 30 days after the Date of Termination, pay to the Executive the Executive’s Accrued Compensation and Pro-Rata Bonus; (ii) within 30 days after the Date of Termination, pay to the Executive the amount equal to the product of (i) 2.50 and (ii) the sum of (A) the Executive’s Base Salary and (B) the Executive’s Target Bonus; (iii) for eighteen (18) months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, continue to provide to the Executive and/or the Executive’s family the benefits being provided to the Executive and/or the Executive’s family immediately prior to the Change of Control, including the welfare benefit plans, practices, policies and programs provided by the Company and its Affiliated Companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) and, if applicable, car allowance (collectively, the “Benefits”), as if the Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the Benefits shall be secondary to those provided under such other plan during such applicable period of eligibility; and provided further that if the Executive becomes reemployed with another employer and is eligible to receive a car allowance, the Company shall be relieved of its obligation to pay the Executive’s car allowance. (iv) during the eighteen (18) month period following the Date of Termination, contribute to the Company’s retirement plans (if any) on behalf of the Executive an amount equal to the Company’s contribution (including matching contributions) to the Company’s retirement plans (if any) which would have been made for the benefit of the Executive if the Executive ‘s employment continued for eighteen (18) months after the Date of Termination, assuming for this purpose that all benefits under such retirement plans are fully vested and that the Executive’s compensation during such eighteen (18) months were the same as it had been immediately prior to the Change of Control; (v) provide the Executive, at the Company’s expense, with outplacement services reasonably selected by the Executive, provided that the cost to the Company shall not exceed $15,000; and (vi) to the extent not theretofore paid or provided, timely pay or provide to the Executive any other amounts and benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company. (b) Anything in this Agreement to the contrary notwithstanding, a termination of employment by the Executive for any reason or for no reason during the period commencing on the date that is six months after the date of a Change of Control and ending ten
Appears in 1 contract
Samples: Executive Change of Control Agreement (On Assignment Inc)
Involuntary Termination of Employment Following a Change in Control. (a) Subject to the terms of this Agreement, the Executive shall be entitled to receive severance payments from the Company for services previously rendered to the Company and its Affiliated Companies if all of the following conditions are met: (1) a Change of Control occurs during the Change of Control Period, (2) the Executive’s employment is terminated under circumstances constituting an Involuntary Termination, and (3) the Date of Termination occurs during the period commencing upon such Change of Control and ending on the date that is six (6) months and ten (10) business days following the Change of Control. In such event, the severance provisions of this Agreement shall control and take precedence over any inconsistent terms of any currently existing employment or severance arrangement between the Company and the Executive, and the Company shall:
(i) within 30 days after the Date of Termination, pay to the Executive the Executive’s Accrued Compensation and Pro-Rata Bonus;
(ii) within 30 days after the Date of Termination, pay to the Executive the amount equal to the product of (i) 2.50 and (ii) the sum of (A) the Executive’s Base Salary and (B) the Executive’s Target Bonus;
(iii) for eighteen (18) months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, continue to provide to the Executive and/or the Executive’s family the benefits being provided to the Executive and/or the Executive’s family immediately prior to the Change of Control, including the welfare benefit plans, practices, policies and programs provided by the Company and its Affiliated Companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) and, if applicable, car allowance (collectively, the “Benefits”), as if the Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the Benefits shall be secondary to those provided under such other plan during such applicable period of eligibility; and provided further that if the Executive becomes reemployed with another employer and is eligible to receive a car allowance, the Company shall be relieved of its obligation to pay the Executive’s car allowance.
(iv) during the eighteen (18) month period following the Date of Termination, contribute to the Company’s retirement plans (if any) on behalf of the Executive an amount equal to the Company’s contribution (including matching contributions) to the Company’s retirement plans (if any) which would have been made for the benefit of the Executive if the Executive ‘s employment continued for eighteen (18) months after the Date of Termination, assuming for this purpose that all benefits under such retirement plans are fully vested and that the Executive’s compensation during such eighteen (18) months were the same as it had been immediately prior to the Change of Control;
(v) provide the Executive, at the Company’s expense, with outplacement services reasonably selected by the Executive, provided that the cost to the Company shall not exceed $15,000; and
(vi) to the extent not theretofore paid or provided, timely pay or provide to the Executive any other amounts and benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company.
(b) Anything in this Agreement to the contrary notwithstanding, a termination of employment by the Executive for any reason or for no reason during the period commencing on the date that is six months after the date of a Change of Control and ending tenten (10) business days thereafter shall be deemed to be an “Involuntary Termination” for all purposes of this Agreement.
Appears in 1 contract
Samples: Executive Change of Control Agreement (On Assignment Inc)
Involuntary Termination of Employment Following a Change in Control. (a) Subject to the terms of this Agreement, the Executive shall be entitled to receive severance payments from the Company for services previously rendered to the Company and its Affiliated Companies if all of the following conditions are met: (1) a Change of Control occurs during the Change of Control Period, (2) the Executive’s employment is terminated under circumstances constituting an Involuntary Termination, and (3) the Date of Termination occurs during the period commencing upon such Change of Control and ending on the date that is six (6) calendar months and ten (10) business days following the Change of Control. In such event, the severance provisions of this Agreement shall control and take precedence over any inconsistent terms of any currently existing employment or severance arrangement between the Company and the ExecutiveEmployment Agreement (including without limitation Section 1(c)(iii)), and the Company shall, subject to Section 8 below:
(i) within 30 days after the Date of TerminationTermination (or such earlier date as may be required by applicable law), pay to the Executive the Executive’s Accrued Compensation and Pro-Rata Bonus;
(ii) within 30 days after the Date of TerminationTermination (with the exact payment date to be determined in the sole discretion of the Company), pay to the Executive the amount equal to the product of (i) 2.50 3.00 and (ii) the sum of (A) the Executive’s Base Salary and (B) the Executive’s Target Bonus;
(iii) for a period of eighteen (18) months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, continue to provide to the Executive and/or the Executive’s family the benefits being provided to the Executive and/or the Executive’s family with his car allowance as in effect immediately prior to the Change of Control, including payable in substantially equal monthly installments commencing on the welfare benefit plansDate of Termination, practices, policies and programs provided by the Company and its Affiliated Companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) and, if applicable, car allowance (collectively, the “Benefits”), as if the Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the Benefits shall be secondary to those provided under such other plan during such applicable period of eligibility; and provided further however that if the Executive becomes reemployed with another employer and is eligible to receive a car allowance, the Company shall be relieved of its obligation to pay the Executive’s car allowance.;
(iv) for eighteen (18) months after the Date of Termination, orsuch longer period as may be provided by the terms of the appropriate plan, program, practice or policy, subject to the Executive’s proper election to continue healthcare coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay the Executive’s and/or the Executive’s family’s COBRA premiums in respect of COBRA benefits to be provided at the levels being provided to the Executive and/or the Executive’s family immediately prior to the Change of Control through third-party insurance maintained by the Company under the Company’s benefit plans in a manner that causes such COBRA benefits to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5); provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the benefits described in this Section 2(a)(iv) shall be secondary to those provided under such other plan during such applicable period of eligibility, provided, further, that if during the period of continuation coverage, any plan pursuant to which such benefits are to be provided ceases to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each such remaining premium shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the remainder of the continuation coverage period;
(v) within 30 days after the Date of Termination (with the exact payment date to be determined in the sole discretion of the Company), subject to Section 8(c) below, pay to the Executive a cash amount equal to the aggregate premiums that the Company would have paid for basic life insurance, accidental death and dismemberment insurance and long- and short-term disability insurance, each as in effect on the Date of Termination, had the Executive remained employed by the Company for eighteen (18) months after the Date of Termination;
(vi) during the eighteen (18) month period immediately following the Date of Termination, contribute pay to the Executive, in substantially equal monthly installments, an amount equal to the aggregate contribution (if any) to the Company’s Deferred Compensation Plan and other retirement plans (if any) that the Company would have made on behalf of the Executive an amount equal to the Company’s contribution (including matching contributions) to the Company’s retirement plans (if any) which would have been made for the benefit of the Executive if the Executive ‘s Executive’s employment continued for eighteen (18) months after the Date of Termination, assuming for this purpose that all benefits under such retirement plans are fully vested and that the Executive’s compensation during such eighteen (18) months were the same as it had been immediately prior to the Change of Control;, (for clarification and avoidance of doubt, the foregoing provision applies only to amounts contributed by the Company to Executive’s Deferred Compensation Plan account, such as amounts contributed by the Company to match the Executive’s deferral amounts, but does not apply to any amounts deferred by Executive, the payout of which shall remain subject to and governed by the terms and conditions of the Deferred Compensation Plan); and
(vvii) provide the Executive, at the Company’s expense, with outplacement services reasonably selected by the Executive, provided provided, however, that the cost to the Company shall not exceed $15,000; and
(vi) 15,000 and such services shall be provided to Executive no later than the extent not theretofore paid or provided, timely pay or provide to end of the Executive any other amounts and benefits required to be paid or provided or second calendar year following that in which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement Date of the CompanyTermination occurs.
(b) Anything in this Agreement to the contrary notwithstanding, a termination of employment by the Executive for any reason or for no reason during the period commencing on the date that is six months after the date of a Change of Control and ending tenten (10) business days thereafter shall be deemed to be an “Involuntary Termination” for all purposes of this Agreement.
Appears in 1 contract
Samples: Executive Change of Control Agreement (On Assignment Inc)
Involuntary Termination of Employment Following a Change in Control. (a) Subject to the terms of this Agreement, the Executive shall be entitled to receive severance payments from the Company for services previously rendered to the Company and its Affiliated Companies if all of the following conditions are met: (1) a Change of Control occurs during the Change of Control Period, (2) the Executive’s employment is terminated under circumstances constituting an Involuntary Termination, and (3) the Date of Termination occurs during the period commencing upon such Change of Control and ending on the date that is six (6) months and ten (10) business days following the Change of Control. In such event, the severance provisions of this Agreement shall control and take precedence over any inconsistent terms of any currently existing employment or severance arrangement between the Company and the ExecutiveEmployment Agreement (including without limitation Section 1(c)(iii)), and the Company shall:
(i) within 30 days after the Date of Termination, pay to the Executive the Executive’s Accrued Compensation and Pro-Rata Bonus;
(ii) within 30 days after the Date of Termination, pay to the Executive the amount equal to the product of (i) 2.50 3.00 and (ii) the sum of (A) the Executive’s Base Salary and (B) the Executive’s Target Bonus;
(iii) for eighteen (18) months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, continue to provide to the Executive and/or the Executive’s family the benefits being provided to the Executive and/or the Executive’s family immediately prior to the Change of Control, including the welfare benefit plans, practices, policies and programs provided by the Company and its Affiliated Companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) and, if applicable, and car allowance (collectively, the “Benefits”), as if the Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the Benefits shall be secondary to those provided under such other plan during such applicable period of eligibility; and provided further that if the Executive becomes reemployed with another employer and is eligible to receive a car allowance, the Company shall be relieved of its obligation to pay the Executive’s car allowance.
(iv) during the eighteen (18) month period following the Date of Termination, contribute to the Company’s retirement plans (if any) on behalf of the Executive an amount equal to the Company’s contribution (including matching contributions) to the Company’s retirement plans (if any) which would have been made for the benefit of the Executive if the Executive ‘s employment continued for eighteen (18) months after the Date of Termination, assuming for this purpose that all benefits under such retirement plans are fully vested and that the Executive’s compensation during such eighteen (18) months were the same as it had been immediately prior to the Change of Control;
(v) provide the Executive, at the Company’s expense, with outplacement services reasonably selected by the Executive, provided that the cost to the Company shall not exceed $15,000; and
(vi) to the extent not theretofore paid or provided, timely pay or provide to the Executive any other amounts and benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company.
(b) Anything in this Agreement to the contrary notwithstanding, a termination of employment by the Executive for any reason or for no reason during the period commencing on the date that is six months after the date of a Change of Control and ending tenten (10) business days thereafter shall be deemed to be an “Involuntary Termination” for all purposes of this Agreement.
Appears in 1 contract
Samples: Executive Change of Control Agreement (On Assignment Inc)
Involuntary Termination of Employment Following a Change in Control. (a) Subject to the terms of this Agreement, the Executive shall be entitled to receive severance payments from the Company for services previously rendered to the Company and its Affiliated Companies if all of the following conditions are met: (1) a Change of Control occurs during the Change of Control Period, (2) the Executive’s employment is terminated under circumstances constituting an Involuntary Termination, and (3) the Date of Termination occurs during the period commencing upon such Change of Control and ending on the date that is six (6) calendar months and ten (10) business days following the Change of Control. In such event, the severance provisions of this Agreement shall control and take precedence over any inconsistent terms of any currently existing employment or severance arrangement between the Company and the Executive, and the Company shall, subject to Section 8 below:
(i) within 30 days after the Date of TerminationTermination (or such earlier date as may be required by applicable law), pay to the Executive the Executive’s Accrued Compensation and Pro-Rata Bonus;
(ii) within 30 days after the Date of TerminationTermination (with the exact payment date to be determined in the sole discretion of Company), pay to the Executive the amount equal to the product of (i) 2.50 and (ii) the sum of (A) the Executive’s Base Salary and (B) the Executive’s Target Bonus;
(iii) for a period of eighteen (18) months after the Date of Termination, continue to provide the Executive with his car allowance as in effect immediately prior to the Change of Control, payable in substantially equal monthly installments commencing on the Date of Termination, provided, however that if the Executive becomes reemployed with another employer and is eligible to receive a car allowance, the Company shall be relieved of its obligation to pay the Executive’s car allowance;
(iv) for eighteen (18) months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, subject to the Executive’s proper election to continue to provide to healthcare coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay the the Executive and/or the Executive’s family COBRA premiums in respect of COBRA benefits to be provided at the benefits levels being provided to the Executive and/or the Executive’s family immediately prior to the Change of Control, including the welfare benefit plans, practices, policies and programs provided through third-party insurance maintained by the Company and its Affiliated Companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance under the Company’s benefit plans and programs) and, if applicable, car allowance (collectively, in a manner that causes such COBRA benefits to be exempt from the “Benefits”application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), as if the Executive’s employment had not been terminated; provided, howeverhowever , that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the Benefits benefits described in this Section 2(a)(iv) shall be secondary to those provided under such other plan during such applicable period of eligibility; and provided further further, that if during the period of continuation coverage, any plan pursuant to which such benefits are to be provided ceases to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each such remaining premium shall thereafter be paid to the Executive becomes reemployed with another employer and is eligible to receive a car allowance, as currently taxable compensation in substantially equal monthly installments over the Company shall be relieved remainder of its obligation to pay the Executive’s car allowancecontinuation coverage period.
(ivv) within 30 days after the Date of Termination (with the exact payment date to be determined in the sole discretion of the Company), subject to Section 8(c) below, pay to the Executive a cash amount equal to the aggregate premiums that the Company would have paid for basic life insurance, accidental death and dismemberment insurance and long- and short-term disability insurance, each as in effect on the Date of Termination, had the Executive remained employed by the Company for eighteen (18) months after the Date of Termination;
(vi) during the eighteen (18) month period immediately following the Date of Termination, contribute pay to Executive, in substantially equal monthly installments, an amount equal to the aggregate contribution (if any) to the Company’s Deferred Compensation Plan and other retirement plans (if any) that the Company would have made on behalf of the Executive an amount equal to the Company’s contribution (including matching contributions) to the Company’s retirement plans (if any) which would have been made for the benefit of the Executive if the Executive ‘s Executive’s employment continued for eighteen (18) months after the Date of Termination, assuming for this purpose that all benefits under such retirement plans are fully vested and that the Executive’s compensation during such eighteen (18) months were the same as it had been immediately prior to the Change of Control;; and
(vvii) provide the Executive, at the Company’s expense, with outplacement services reasonably selected by the Executive, provided provided, however, that the cost to the Company shall not exceed $15,000; and
(vi) 15,000 and such services shall be provided to Executive no later than the extent not theretofore paid or provided, timely pay or provide to end of the Executive any other amounts and benefits required to be paid or provided or second calendar year following that in which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement Date of the CompanyTermination occurs.
(b) Anything in this Agreement to the contrary notwithstanding, a termination of employment by the Executive for any reason or for no reason during the period commencing on the date that is six months after the date of a Change of Control and ending tenten (10) business days thereafter shall be deemed to be an “Involuntary Termination” for all purposes of this Agreement.
Appears in 1 contract
Samples: Executive Change of Control Agreement (On Assignment Inc)
