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Common use of Obligations of the Company Upon Termination of Employment Clause in Contracts

Obligations of the Company Upon Termination of Employment. (a) Expiration of Term, By the Company for Cause or by Executive without Good Reason. If Executive's employment shall be terminated: (i) due to and upon expiration of the Term of this Agreement the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; or (ii) if Executive's employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall pay Executive his Base Salary (at the rate in effect at the time Notice of Termination is given) through the Date of Termination, and the Company shall have no additional obligations to Executive under this Agreement. (b) For any other reason. If Executive's employment shall be terminated for any reason other than those provided in Section 6(a) above, then: (i) the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; and (ii) in lieu of paying any further compensation to Executive for periods subsequent to the Date of Termination, the Company shall pay to the Executive severance payments in the form of continuation of Executive's Base Salary in effect as of the Date of Termination for a period of two (2) years following such Date of Termination (the "Severance Payment Period").

Appears in 4 contracts

Samples: Executive Employment Agreement (Northstar Realty), Executive Employment Agreement (Northstar Realty), Executive Employment Agreement (Northstar Realty)

Obligations of the Company Upon Termination of Employment. (a) Expiration of Term, By the Company for Cause or by Executive without Good Reason. If Executive's employment shall be terminated: (i) due to and upon expiration of the Term of this Agreement the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards (other than the Outperformance Award, which remains subject to its terms) in accordance with its terms that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; or (ii) if Executive's employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall pay Executive his Base Salary (at the rate in effect at the time Notice of Termination is given) through the Date of Termination, and the Company shall have no additional obligations to Executive under this Agreement. (b) For any other reason. If Executive's employment shall be terminated for any reason other than those provided in Section 6(a) above, then: (i) the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards (other than the Outperformance Award, which remains subject to its terms) that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; and (ii) in lieu of paying any further compensation to Executive for periods subsequent to the Date of Termination, the Company shall pay to the Executive severance payments in the form of continuation of Executive's Base Salary in effect as of the Date of Termination for a period of two (2) years following such Date of Termination (the "Severance Payment Period")) and the Outperformance Award in accordance with its terms.

Appears in 2 contracts

Samples: Executive Employment Agreement (Northstar Realty), Executive Employment Agreement (Northstar Realty)

Obligations of the Company Upon Termination of Employment. (a) Expiration of Term, By the Company for Cause or by Executive without Good Reason. If Executive's employment shall be terminated: (i) due to and upon expiration of the Term of this Agreement the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; or (ii) if Executive's employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall pay Executive his Base Salary (at the rate in effect at the time Notice of Termination is given) through the Date of Termination, and the Company shall have no additional obligations to Executive under this Agreement. (ba) For any other reason. If Executive's employment shall be terminated for any reason other than those provided in Section 6(a) above, then: (i) the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; and (ii) in lieu of paying any further compensation to Executive for periods subsequent to the Date of Termination, the Company shall pay to the Executive severance payments in the form of continuation of Executive's Base Salary in effect as of the Date of Termination for a period of two (2) years following such Date of Termination (the "Severance Payment Period").

Appears in 2 contracts

Samples: Executive Employment Agreement (Northstar Realty), Executive Employment Agreement (Northstar Realty)

Obligations of the Company Upon Termination of Employment. 3.1. If by Executive for Good Reason, or by the Company Other Than for Cause, or upon Disability or Death. During the Agreement Term, if Executive shall terminate employment for Good Reason, or if the Company shall terminate Executive’s employment (including termination by reason of a Nonrenewal Notice) other than for Cause, or if Executive’s employment is terminated by reason of Executive’s Disability or death, the Company’s obligations to Executive shall be as follows: (a) Expiration of Term, By the Company for Cause or by Executive without Good Reason. If Executive's employment shall be terminated: (i) due to and upon expiration of the Term of this Agreement the The Company shall immediately pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an a cash amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement sum of all goals unpaid amounts of Salary and targets relating thereto had been achieved in full Bonus and all unpaid vacation previously accrued to the benefit of Executive and any rights Executive may have under the terms of applicable welfare and fringe benefit plans and applicable law (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; or (ii) if Executive's employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall pay Executive his Base Salary (at the rate in effect at the time Notice of Termination is given) through the Date of Termination, and the Company shall have no additional obligations to Executive under this Agreement“Accrued Obligations”). (b) For any other reason. If Executive's employment shall be terminated for any reason other than those provided in Section 6(a) abovea period ending three years after the Termination Date, then: (i) the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is givenExecutive, and on each normal payroll date (not less frequently than monthly), an amount equal to the product sum of (x) all bonuses and awards that would have been earned Executive’s Salary in effect on the Termination Date plus Target Bonus in an amount equal to 120% of Executive’s Salary, divided by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from payroll periods in each respective 12-month period during such three-year period. Notwithstanding the beginning foregoing, if on the Termination Date the Company or any other entity that is aggregated with the Company under Section 414(b) or (c) of the applicable bonus Internal Revenue Code of 1986, as amended (the “Code”), has any outstanding stock that is publicly traded on an established securities market or award cycle otherwise, then, in order to and including satisfy the Date requirements of Termination and Section 409A of the denominator of which Code, the following shall apply: (1) The payment to be made on each payroll date shall be treated as a separate payment for purposes of Section 409A. (2) The aggregate amount of all payments, if any, payable after March 15 of the number year following the year that includes the Termination Date (or, if later, the fifteenth day of days the third month after the end of the Company’s fiscal year that includes the Termination Date) but before the date that is six months after the Termination Date (increased by any other amounts of taxable compensation paid to the Executive during such period that would not have been paid but for the termination, including any taxable fringe benefits to which the Executive is entitled under Section 3.1(c) to the extent the total amount of such fringe benefits exceeds the limit in such cycle; and effect under Section 402(g) of the Code in the year of termination, but not including any medical, disability or life insurance benefits) shall not exceed two times the lesser of (i) the Salary on the last day of the year immediately preceding the Termination Date, or (ii) the limit in lieu effect under Section 401(a)(17) of paying any further compensation the Code during the year that includes the Termination Date. (3) To the extent the payments payable during the period described in Subsection 3.1(b)(2) would otherwise exceed the limit of that subsection, such payments shall be reduced, in reverse order of payment, to the extent necessary to satisfy Subsection 3.1(b)(2) and the amount by which the payments are reduced will be paid to Executive for periods subsequent in a lump sum, without interest, six months after the Termination Date. However, if Executive dies during such period, the limits of Subsection 3.1(b)(2) shall not apply to payments to the Date of TerminationExecutive’s Beneficiary, and the amount by which any payments to the Executive were reduced shall be paid to the Beneficiary as soon as practical after Executive’s death. (c) For a period ending three years after the Termination Date, the Company shall pay continue to provide to the Executive severance payments and the Executive’s spouse and children welfare benefits (including, without limitation, medical, prescription, dental, disability, salary continuance, individual life, group life, accidental death and travel accident insurance plans and programs and fringe benefits), which are at least as favorable as the plans provided from time to time by the Company applicable to the most senior executives and their spouses and children generally and in accordance with the form terms of such plans. Executive’s rights under this Section 3.1(c) shall be in satisfaction of any post-termination continuation of Executive's Base Salary in effect as coverage or conversion rights that Executive may have pursuant to applicable law, including without limitation, continuation coverage required by Section 4980B of the Date Code (“COBRA”). If the medical benefits (including dental and prescription) are provided under a self-insured medical plan, then the Executive shall recognize as taxable income for each month during such period an amount equal to the difference between the COBRA premium for such coverage and the amount of Termination premium paid by the Executive, and any applicable taxes shall be withheld from amounts payable under Section 3.1(a), and to the extent the Executive pays any medical expenses for a period which he is entitled to be reimbursed under such plan he shall be reimbursed not later than the last day of two (2) years the year following the year in which he pays such Date of Termination (the "Severance Payment Period")expense.

Appears in 1 contract

Samples: Employment Agreement (Kimball Hill, Inc.)

Obligations of the Company Upon Termination of Employment. (a) Expiration In the event of Termthe Employee’s death, By the Employee’s legal representative shall not be entitled to any additional payments or benefits from the Company under this Agreement, other than the Employee’s earned but unpaid Annual Base Salary, unreimbursed business expenses properly incurred by the Employee pursuant to Section 3(f) and any other compensation earned by or owed to (but not yet paid to) the Employee (collectively, the “Accrued Benefits”) through and including the date of the Employee’s death, payable as soon as practicable, but in no event later than 30 days following the date of the Employee’s death or at such other date as shall be specified under the terms of the employee benefit plan pursuant to which the benefit is payable (the “Plan Payment Date”). (b) In the event of the termination of the Term and the Employee’s employment hereunder by reason of the Disability of the Employee, the Employee shall not be entitled to any additional payments or benefits from the Company under this Agreement, other than payment in respect of the Accrued Benefits through and including the effective date of such termination, payable as soon as practicable, but in no event later than 30 days following the effective date of such termination or, if applicable, at the Plan Payment Date. (c) In the event that (i) the Company terminates the Term and the Employee’s employment hereunder for Cause at any time or (ii) the Employee terminates the Term and his employment hereunder for any reason or no reason at any time (other than for Good Reason within the two-year period following a Change in Control (as defined below) as contemplated by Executive Section 5(e)), the Employee shall not be entitled to any additional payments or benefits from the Company under this Agreement, other than payment in respect of the Accrued Benefits through and including the effective date of such termination, payable as soon as practicable, but in no event later than 30 days following the effective date of such termination or, if applicable, at the Plan Payment Date, and the unvested portion of any stock awards, stock options, restricted stock, restricted stock units and other equity-based incentive compensation awards outstanding as of the effective date of such termination shall be forfeited for no consideration. (d) (i) In the event that the Company terminates the Term and the Employee’s employment hereunder without Cause prior to a Change in Control or more than two years following a Change in Control: (A) the Employee shall be entitled to receive payment in respect of the Accrued Benefits through and including the effective date of such termination, payable as soon as practicable, but in no event later than 30 days following the effective date of such termination; and (B) subject to Section 7 (Release of Claims), Section 18(e) and the Employee’s compliance with Sections 10 (Cooperation), 11 (Confidentiality), 12 (Inventions), 13 (Non-Competition and Non-Solicitation) and 14 (Non-Disparagement): (1) the unvested portion of any stock awards, stock options, restricted stock, restricted stock units and other equity-based incentive compensation awards outstanding as of the effective date of such termination that, absent such termination, would have vested in accordance with their terms during the 12-month period immediately following the effective date of such termination shall immediately vest, and the remaining portion of such outstanding unvested awards shall be forfeited for no consideration; provided that any amounts payable as a result of such acceleration of vesting shall not be paid prior to the first date on which payment is permitted without penalty under Section 409A (as defined below); (2) the Company shall pay Employee an aggregate amount equal to the sum of (x) his then-current Annual Base Salary plus (y) his then-current target annual bonus, payable in 26 approximately equal biweekly installments, beginning on the first regular payroll date following the 60th day after the effective date of such termination; and (3) if the Employee makes an effective COBRA election regarding group health insurance, then the Company shall continue to provide the Employee with coverage under the Company’s group health insurance plan at the Company’s sole expense for a period of 12 months following the effective date of such termination. (ii) For purposes of this Agreement, “Change in Control” means the occurrence of any of the following events: (A) during any period of 24 consecutive calendar months, individuals who were directors of the Company on the first day of such period (the “Incumbent Directors”) cease for any reason to constitute a majority of the Board; provided, however, that any individual becoming a director subsequent to the first day of such period whose election, or nomination for election, by the Company’s stockholders was approved by a vote of at least a majority of the Incumbent Directors shall be considered as though such individual were an Incumbent Director, but excluding, for purposes of this proviso, any such individual whose initial assumption of office occurs as a result of an actual or threatened proxy contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as used in Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)) (a “Person”), in each case other than the Board; (B) the consummation of (1) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (x) the Company or (y) any of its subsidiaries, but in the case of this clause (y) only if Company Voting Securities (as defined below) are issued or issuable (each of the events referred to in this clause (1) being hereinafter referred to as a “Reorganization”) or (2) the sale or other disposition of all or substantially all the assets of the Company to an entity that is not an Affiliate (a “Sale”), in each case, if such Reorganization or Sale requires the approval of the Company’s stockholders under the law of the Company’s jurisdiction of organization (whether such approval is required for such Reorganization or Sale or for the issuance of securities of the Company in such Reorganization or Sale), unless, immediately following such Reorganization or Sale, (I) all or substantially all the Persons who were the “beneficial owners” (as used in Rule 13d-3 under the Exchange Act (or a successor rule thereto)) of the securities eligible to vote for the election of the Board (“Company Voting Securities”) outstanding immediately prior to the consummation of such Reorganization or Sale continue to beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization or Sale (including a corporation or other entity that, as a result of such transaction, owns the Company or all or substantially all the Company’s assets either directly or through one or more subsidiaries) (the “Continuing Company”) in substantially the same proportions as their ownership, immediately prior to the consummation of such Reorganization or Sale, of the outstanding Company Voting Securities (excluding, for such purposes, any outstanding voting securities of the Continuing Company that such beneficial owners hold immediately following the consummation of the Reorganization or Sale as a result of their ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization or Sale other than the Company), (II) no Person (excluding any employee benefit plan (or related trust) sponsored or maintained by the Continuing Company or any entity controlled by the Continuing Company) beneficially owns, directly or indirectly, 50% or more of the combined voting power of the then outstanding voting securities of the Continuing Company and (III) at least 50% of the members of the board of directors of the Continuing Company were Incumbent Directors at the time of the execution of the definitive agreement providing for such Reorganization or Sale or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization or Sale; (C) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company, unless such liquidation or dissolution is part of a transaction or series of transactions described in Section 5(d)(ii)(B) that does not otherwise constitute a Change of Control; or (D) any Person, corporation or other entity or “group” (as used in Section 13(d) of the Exchange Act) (other than (1) the Company, (2) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate or (3) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the voting power of the Company Voting Securities) becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company Voting Securities; provided, however, that for purposes of this Section 5(d)(ii)(D), the following acquisitions shall not constitute a Change of Control: (w) any acquisition directly from the Company; (x) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate; (y) any acquisition by an underwriter temporarily holding such Company Voting Securities pursuant to an offering of such securities or any acquisition by a pledgee of Company Voting Securities holding such securities as collateral or temporarily holding such securities upon foreclosure of the underlying obligation; or (z) any acquisition pursuant to a Reorganization or Sale that does not constitute a Change of Control for purposes of Section 5(d)(ii)(B) above. (e) In the event that, within the two-year period following a Change in Control, either the Company terminates the Term and the Employee’s employment hereunder without Cause or the Employee terminates the Term and his employment hereunder with Good Reason. If Executive's employment shall be terminated: (i) due the Employee shall be entitled to and upon expiration receive payment in respect of the Term Accrued Benefits through and including the effective date of this Agreement such termination, payable as soon as practicable, but in no event later than 30 days following the effective date of such termination; and (ii) subject to Section 7 (Release of Claims), Section 18(e) and the Employee’s compliance with Sections 10 (Cooperation), 11 (Confidentiality), 12 (Inventions), 13 (Non-Competition and Non-Solicitation) and 14 (Non-Disparagement): (A) all stock awards, stock options, restricted stock, restricted stock units and other equity-based incentive compensation awards outstanding as of the effective date of such termination shall immediately vest and, if applicable, remain fully exercisable through their original term; provided, that any amounts payable as a result of such acceleration of vesting shall not be paid prior to the first date on which payment is permitted without penalty under Section 409A; (B) the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and Employee an aggregate amount equal to the product of two times the sum of (x1) all bonuses and awards that would have been earned by Executive upon completion his then-current Annual Base Salary plus (2) his then-current target annual bonus, payable in 52 approximately equal biweekly installments, beginning on the first regular payroll date following the 60th day after the effective date of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycletermination; orand (iiC) if Executive's employment shall be terminated by the Company for Cause or by Executive without Good ReasonEmployee makes an effective COBRA election regarding group health insurance, then the Company shall pay Executive his Base Salary (continue to provide the Employee with coverage under the Company’s group health plan at the rate in effect at the time Notice of Termination is given) through the Date of Termination, and the Company shall have no additional obligations to Executive under this Agreement. (b) For any other reason. If Executive's employment shall be terminated for any reason other than those provided in Section 6(a) above, then: (i) the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; and (ii) in lieu of paying any further compensation to Executive for periods subsequent to the Date of Termination, the Company shall pay to the Executive severance payments in the form of continuation of Executive's Base Salary in effect as of the Date of Termination Company’s sole expense for a period of two (2) years 24 months following the effective date of such Date of Termination (the "Severance Payment Period")termination.

Appears in 1 contract

Samples: Executive Employment Agreement (Ariad Pharmaceuticals Inc)

Obligations of the Company Upon Termination of Employment. (a) Expiration of TermTermination for Good Reason or for Reasons Other Than for Cause, By Death or Incapacity. If the Company shall terminate the Executive's employment other than for Cause or by Incapacity or the Executive without shall terminate his or her employment for Good Reason. If Executive's employment shall be terminated: (i) due to and upon expiration of the Term of this Agreement the Company shall pay to the Executive his full in a lump sum in cash (or in stock if provided by a relevant plan), by the later of (I) 30 days after the Date of Termination and (II) 10 business days after execution (without subsequent revocation) by the Executive of the Release required by Section 8(b) of this Agreement, as defined herebelow, the aggregate of the following amounts: (A) the sum of (1) the Executive's currently effective annual base salary through the Date of Termination at to the rate in effect at the time Notice of Termination is givenextent not theretofore paid, and an amount equal to (2) the product of (x) all bonuses and awards that would have been earned by Executive upon completion a bonus ("Annual Bonus") not less than the aggregate amount of each the Executive's highest bonus award cycle that began during under the Term but had not been completed as of Key Employees Incentive Plan or any substitute or successor plan for the last three calendar years preceding the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full Termination and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be is the number of days in such cycle; or (ii) if Executive's employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall pay Executive his Base Salary (at the rate in effect at the time Notice of Termination is given) current fiscal year through the Date of Termination, and the Company denominator of which is 365, (3) any compensation previously deferred by the Executive and any amounts matched by the Company, whether vested or unvested (together with any accrued interest or earnings thereon and all amounts attributable thereto, (4) an amount equal to the value of those unvested benefits payable in stock or cash which unvested benefits cannot be the subject of accelerated vesting by reason of the terms of the relevant plans) and (5) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) through (5) shall have no additional obligations be hereinafter referred to Executive under this Agreement.as the "Accrued Obligations"); and (b) For any other reason. If Executive's employment shall be terminated for any reason other than those provided in Section 6(a) above, then: (iB) the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (1) two and (2) the sum of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full Executive's annual base salary and (y) a fractionhis or her Annual Bonus; provided, however that the numerator multiplier in clause (i)(B)(1) of which this Section 4(a) shall be the number of days from the beginning "three" if any such termination of the applicable bonus Executive by the Company for other than Cause or award cycle Incapacity or the Executive for Good Reason were to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; andoccur subsequent to a Disposition Date; (ii) in lieu addition to the retirement benefits to which the Executive is entitled under the Company's Pension-Retirement Plan and Pension Equalization Plan or any successor plans thereto (collectively, the "Pension Plans"), the Company shall pay the Executive the excess of paying (x) the retirement pension which the Executive would have accrued under the terms of the Pension Plans (without regard to any further compensation amendment to Executive for periods the Pension Plans made subsequent to the date hereof, which amendment adversely affects in any manner the computation of retirement benefits thereunder), determined as if the Executive were fully vested thereunder and had accumulated (after the Date of Termination) twenty-four additional months (or thirty-six if such Date of Termination occurs on or after a Disposition Date) of Benefit Accrual Service credit (as such term is defined in the Pension Plans) thereunder and treating the amounts paid under clause (i)(B) of this Section 4(a) as compensation paid during a twenty-four (or thirty-six, as the case may be) month period for purposes of calculating Average Salary and benefits under the Pension Plans, over (y) the retirement pension which the Executive had then accrued pursuant to the provisions of the Pension Plans; (iii) for two years after the Executive's Date of Termination (or three years if such Date of Termination occurs on or after a Disposition Date), or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with benefit plans, programs, practices and policies, including, without limitation, medical, disability, group life, accidental death and travel accident insurance plans and programs, if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical benefits under another employer-provided plan, the medical benefits shall be secondary to those provided under such other plan during such applicable period of eligibility and further provided, however, that the rights of the Executive and/or the Executive's family under Section 4980B(f) of the Code shall commence at the end of such two-year (or three-year, as the case may be) period; (iv) the Company shall, at its sole expense as incurred, provide the Executive with reasonable out- placement services for a period of up to two years from the Date of Termination, the provider of which shall be selected by the Executive in his or her sole discretion; (v) the Company shall cause to be accelerated and immediately vested and exercisable all unexercised stock options granted before the Date of Termination, whether or not such options are exercisable on the Date of Termination, including, without limitation, the equity retention options granted in 1993, regardless of whether the retention or non-sale conditions thereto have been satisfied; (vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive severance payments in any other vested amounts or benefits required to be paid or provided or which the form of continuation of Executive's Base Salary in effect as Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Date of Termination for a period of two Company and its affiliates, including earned but unpaid stock and similar compensation (2) years following such Date of Termination (other amounts and benefits shall be hereinafter referred to as the "Severance Payment PeriodOther Benefits").

Appears in 1 contract

Samples: Severance Agreement (Pittston Co)

Obligations of the Company Upon Termination of Employment. (a) Expiration of Term, By the Company for Cause or by Executive without Good Reason. If Executive's employment shall be terminated: (i) due to and upon Upon expiration of the Term of this Agreement the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; or (ii) if Executive's employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall pay Executive his Base Salary (at the rate in effect at the time Notice of Termination is given) through the Date of Termination, and the Company shall have no additional obligations to Executive under this Agreement. (b) For any other reason. If Executive's employment shall be terminated for any reason other than those provided in Section 6(a) above, then: (i) the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and an amount equal to the product of (x) all bonuses and awards that would have been earned by Executive upon completion of each award cycle that began during the Term but had not been completed as of the Date of Termination, calculated as though the full achievement of all goals and targets relating thereto had been achieved in full and (y) a fraction, the numerator of which shall be the number of days from the beginning of the applicable bonus or award cycle to and including the Date of Termination and the denominator of which shall be the number of days in such cycle; and (ii) in lieu of paying any further compensation to Executive for periods subsequent to the Date of Termination, the Company shall pay to the Executive severance payments in the form of continuation of Executive's Base Salary in effect as of the Date of Termination for a period of two (2) years following such Date of Termination (the "Severance Payment Period").

Appears in 1 contract

Samples: Executive Employment Agreement (Northstar Realty)