Other Than for Cause; For Good Reason. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or Disability, or the Executive shall terminate employment for Good Reason (or the Executive dies after delivery of a valid Notice of Termination for Good Reason or without Cause) (each, a “Qualifying Termination”), except as provided in Sections 2(c)(ii) and 6 of this Agreement, the Company shall have no further obligations to the Executive other than: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination an amount equal to the sum of (A) the amount equal to the Executive’s Annual Base Salary through the Date of Termination to the extent theretofore unpaid plus (B) a pro-rated bonus based upon the number of days in the year of termination through the Date of Termination relative to 365 and the greater of (i) the target Annual Bonus in the year the Date of Termination occurs and (ii) the average of the Annual Bonuses earned for the two years prior to the year the Date of Termination occurs (the higher of (i) and (ii), the “Applicable Bonus Amount”) plus (C) 2.5 times the sum of the Annual Base Salary plus the Applicable Bonus Amount; (ii) for 30 months following the Date of Termination, the Company shall continue to provide medical and dental and life insurance benefits to the Executive, his spouse and his eligible dependents on the same basis and at the same cost as such benefits are then currently provided to the Executive (the “Welfare Benefits”); provided that such benefits shall be secondary to any other coverage obtained by the Executive; provided, however, that if the Company’s welfare plans do not permit such coverage, the Company will provide the Executive the Welfare Benefits with the same after tax effect; (iii) if applicable, the Executive shall be deemed to have an additional 30 months of service credit under the Company’s retirement plans, programs, practices and policies; (iv) all Company equity awards (including, without limitation, the IPO Stock Options and IPO Units) shall fully vest and all stock options and stock appreciation rights shall remain exercisable for the lesser of (x) 30 months after the Date of Termination or (y) the remainder of their term; and (v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or other contract or agreement of the Company and its affiliated companies through the Date of Termination, including, but not limited to, any accrued but unused vacation, any unreimbursed business expenses and the percentage of target bonus payable to other senior executives of the Company with respect to any unpaid bonus for any completed fiscal year prior to the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Appears in 4 contracts
Samples: Employment Agreement (Morgans Hotel Group Co.), Employment Agreement (Morgans Hotel Group Co.), Employment Agreement (Morgans Hotel Group Co.)
Other Than for Cause; For Good Reason. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or Disability, or the Executive shall terminate employment for Good Reason (or the Executive dies after delivery of a valid Notice of Termination for Good Reason or without Cause) (each, a “Qualifying Termination”), except as provided in Sections 2(c)(ii) and 6 of this AgreementReason, the Company shall have no further obligations to the Executive other thanthan to provide the Executive:
(i) the Company shall pay a lump-sum cash payment equal to the Executive in a lump sum in cash within 30 days after the Date result of Termination an amount equal to multiplying (i) the sum of (A) the amount Executive’s Annual Base Salary, plus (B) the higher of (i) Executive’s target Annual Bonus for the year in which the Date of Termination occurs or (ii) the average Annual Bonus paid to the Executive by the Company (or its affiliates), including any portion of the annual bonus deferred into a deferred compensation plan, during the last three (3) completed fiscal years of the Company (or such shorter period of time during which the Executive was employed by the Company) immediately preceding the Date of Termination (annualized in the event that the Executive was not employed by the Company (or its affiliates) for the whole of any such fiscal year) by (ii) two (2);
(ii) a lump-sum cash payment equal to the Executive’s Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus amounts for completed fiscal years, to the extent not theretofore unpaid plus paid or deferred;
(Biii) a prolump-rated bonus based upon sum cash payment equal to the number of days in the year of termination through the Date of Termination relative to 365 and the greater of (i) the target Executive’s Annual Bonus for the full fiscal year in the year which the Date of Termination occurs and based on the Company’s actual performance in such year, as determined by the Committee, (ii) except that in the average of event such termination occurs following a Change in Control, the Executive’s target Annual Bonuses earned Bonus for the two years prior to the fiscal year in which the Date of Termination occurs (shall be used instead) multiplied by a fraction the higher numerator of (i) which shall be the number of days the Executive was employed by the Company during the fiscal year in which the Date of Termination occurred and (ii), the “Applicable Bonus Amount”) plus (C) 2.5 times the sum denominator of the Annual Base Salary plus the Applicable Bonus Amountwhich is 365;
(iiiv) a lump-sum cash payment equal to the after-tax value (based on the highest Federal and State tax rates) of the Company-provided annual health care for the Executive and/or the Executive’s family at the Date of Termination, multiplied by two (2);
(v) for 30 months a period of one (1) year following the Date of Termination, the Company shall continue to provide medical and dental and life insurance benefits make coaching and/or outplacement services available to the Executive, his spouse and his eligible dependents on the same basis and at the same cost as such benefits are then currently provided to the Executive (the “Welfare Benefits”); provided that the total cost of such benefits shall be secondary to any other coverage obtained by the Executive; provided, however, that if the Company’s welfare plans do not permit such coverage, the Company will provide the Executive the Welfare Benefits with the same after tax effect;
(iii) if applicable, coaching and/or outplacement services for the Executive shall be deemed to have an additional 30 months of service credit under the Company’s retirement plans, programs, practices and policies;
(iv) all Company equity awards (including, without limitation, the IPO Stock Options and IPO Units) shall fully vest and all stock options and stock appreciation rights shall remain exercisable for the lesser of (x) 30 months after the Date of Termination or (y) the remainder of their termnot exceed $20,000; and
(vvi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or other contract or agreement of the Company and its affiliated companies through the Date of Termination, including, but not limited to, any accrued but unused vacation, any unreimbursed business expenses and the percentage of target bonus payable to other senior executives of the Company with respect to any unpaid bonus for any completed fiscal year prior to the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Appears in 3 contracts
Samples: Employment Agreement (Southern Union Co), Employment Agreement (Southern Union Co), Employment Agreement (Southern Union Co)
Other Than for Cause; For Good Reason. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or Disability, or the Executive shall terminate employment for Good Reason (or the Executive dies after delivery of a valid Notice of Termination for Good Reason or without Cause) (each, a “Qualifying Termination”), except as provided in Sections 2(c)(ii) and 6 of this AgreementReason, the Company shall have no further obligations to the Executive other thanthan to provide the Executive:
(i) the Company shall pay a lump-sum cash payment equal to the Executive in a lump sum in cash within 30 days after the Date result of Termination an amount equal to multiplying (i) the sum of (A) the amount Executive’s Annual Base Salary, plus (B) the higher of (i) Executive’s target Annual Bonus for the year in which the Date of Termination occurs or (ii) the average Annual Bonus paid to the Executive by the Company (or its affiliates), including any portion of the annual bonus deferred into a deferred compensation plan, during the last three (3) completed fiscal years of the Company (or such shorter period of time during which the Executive was employed by the Company) immediately preceding the Date of Termination (annualized in the event that the Executive was not employed by the Company (or its affiliates) for the whole of any such fiscal year) by (ii) three (3);
(ii) a lump-sum cash payment equal to the Executive’s Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus amounts for completed fiscal years, to the extent not theretofore unpaid plus paid or deferred;
(Biii) a prolump-rated bonus based upon sum cash payment equal to the number of days in the year of termination through the Date of Termination relative to 365 and the greater of (i) the target Executive’s Annual Bonus for the full fiscal year in the year which the Date of Termination occurs and based on the Company’s actual performance in such year, as determined by the Committee, (ii) except that in the average of event such termination occurs following a Change in Control, the Executive’s target Annual Bonuses earned Bonus for the two years prior to the fiscal year in which the Date of Termination occurs (shall be used instead) multiplied by a fraction the higher numerator of (i) which shall be the number of days the Executive was employed by the Company during the fiscal year in which the Date of Termination occurred and (ii), the “Applicable Bonus Amount”) plus (C) 2.5 times the sum denominator of the Annual Base Salary plus the Applicable Bonus Amountwhich is 365;
(iiiv) a lump-sum cash payment equal to the after-tax value (based on the highest Federal and State tax rates) of the Company-provided annual health care for the Executive and/or the Executive’s family at the Date of Termination, multiplied by three (3);
(v) for 30 months a period of one (1) year following the Date of Termination, the Company shall continue to provide medical and dental and life insurance benefits make coaching and/or outplacement services available to the Executive, his spouse and his eligible dependents on the same basis and at the same cost as such benefits are then currently provided to the Executive (the “Welfare Benefits”); provided that the total cost of such benefits shall be secondary to any other coverage obtained by the Executive; provided, however, that if the Company’s welfare plans do not permit such coverage, the Company will provide the Executive the Welfare Benefits with the same after tax effect;
(iii) if applicable, coaching and/or outplacement services for the Executive shall be deemed to have an additional 30 months of service credit under the Company’s retirement plans, programs, practices and policies;
(iv) all Company equity awards (including, without limitation, the IPO Stock Options and IPO Units) shall fully vest and all stock options and stock appreciation rights shall remain exercisable for the lesser of (x) 30 months after the Date of Termination or (y) the remainder of their termnot exceed $20,000; and
(vvi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or other contract or agreement of the Company and its affiliated companies through the Date of Termination, including, but not limited to, any accrued but unused vacation, any unreimbursed business expenses and the percentage of target bonus payable to other senior executives of the Company with respect to any unpaid bonus for any completed fiscal year prior to the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Appears in 2 contracts
Samples: Employment Agreement (Southern Union Co), Employment Agreement (Southern Union Co)
Other Than for Cause; For Good Reason. If, during at any time on or before July 31, 2014 (the Employment “Protected Period”), the Company shall terminate the Executive’s employment other than for Cause or Disability, or the Executive shall terminate employment for Good Reason (or the Executive dies after delivery of a valid Notice of Termination for Good Reason or without Cause) (each, a “Qualifying Termination”), except as provided in Sections 2(c)(ii) and 6 of this AgreementReason, the Company shall have no further obligations to the Executive other than:
(i) the Company shall pay to the Executive in a A lump sum in cash within 30 days after the Date of Termination an amount payment equal to the sum of (A) the amount equal to the Executive’s Annual Base Salary through the Date of Termination to the extent theretofore unpaid plus (B) a pro-rated bonus based upon the number of days in the year of termination through the Date of Termination relative to 365 and the greater of (i) the target Annual Bonus in the year the Date of Termination occurs and (ii) the average of the Annual Bonuses earned for the two years prior to the year the Date of Termination occurs (the higher of (i) and (ii), the “Applicable Bonus Amount”) plus (C) 2.5 times the sum of the Annual Base Salary plus the Applicable Bonus Amount$1.5 million;
(ii) for 30 months All outstanding equity awards (other than performance shares) that would have vested during the 12-month period following the Date date of Termination, the Company shall continue to provide medical termination (if any) will immediately vest and dental and life insurance benefits any vested stock options (whether vested prior to the date of termination or pursuant to this Section 2.02(a)(ii)) will remain exercisable for 12 months after the end of Executive’s employment (or, his spouse and his eligible dependents on the same basis and at the same cost as such benefits are then currently provided to the Executive (the “Welfare Benefits”if earlier, until they would have expired but for Executive’s termination); provided that such benefits shall be secondary to any other coverage obtained by the Executive; provided, however, that if the Company’s welfare plans do not permit such coverage, the Company will provide the Executive the Welfare Benefits with the same after tax effect;
(iii) if applicableA pro-rata award of any performance shares outstanding on the date of termination based on the achievement of the performance goals at the end of the applicable performance period and paid promptly after the end of the applicable performance period, the Executive which in any event shall be deemed no later than two and one-half months after the end of the last fiscal year of the performance period to have an additional 30 months of service credit under the Company’s retirement plans, programs, practices and policieswhich it relates (or as soon thereafter as it can be properly determined) (a “Pro-Rata Performance Share Award”);
(iv) all Subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and Executive’s continued co-payment of premiums at the same level and cost to Executive as if he were an employee of the Company equity awards (includingexcluding, without limitationfor purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the IPO Stock Options Company’s group health plan for Executive and IPO UnitsExecutive’s eligible dependents covered by such plan as of the date of termination for a period of 12 months, provided that Executive remains eligible for COBRA continuation coverage and provided, further, that if Executive obtains group health benefits through subsequent employment, such continuation of coverage by the Company under this Section 2.02(a)(iv) shall fully vest and all stock options and stock appreciation rights shall remain exercisable for immediately cease (the lesser of (x) 30 months after the Date of Termination or (y) the remainder of their term“Continuation Coverage”); and
(v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive (A) any unpaid Base Salary through the Executive date of termination, (B) any accrued but unused vacation in accordance with company policy, (C) reimbursement for any unreimbursed business expenses incurred through the date of termination, and (D) any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or other contract or agreement of Block, the Company and its affiliated companies and/or the Affiliates through the Date date of Termination, including, but not limited to, any accrued but unused vacation, any unreimbursed business expenses and the percentage of target bonus payable to other senior executives of the Company with respect to any unpaid bonus for any completed fiscal year prior to the Date of Termination termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Appears in 1 contract
Samples: Employment Agreement (H&r Block Inc)
Other Than for Cause; For Good Reason. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or Disability, or the Executive shall terminate employment for Good Reason (or the Executive dies after delivery of a valid Notice of Termination for Good Reason or without Cause) (each, a “Qualifying Termination”), except as provided in Sections 2(c)(ii) and 6 of this AgreementReason, the Company shall have no further obligations to the Executive other thanthan to provide the Executive:
(i) the Company shall pay a lump-sum cash payment equal to the Executive in a lump sum in cash within 30 days after the Date result of Termination an amount equal to multiplying (i) the sum of (A) the amount Executive’s Annual Base Salary, plus (B) the higher of (i) Executive’s target Annual Bonus for the year in which the Date of Termination occurs or (ii) the average Annual Bonus paid to the Executive by the Company (or its affiliates), including any portion of the annual bonus deferred into a deferred compensation plan, during the last three (3) completed fiscal years of the Company (or such shorter period of time during which the Executive was employed by the Company) immediately preceding the Date of Termination (annualized in the event that the Executive was not employed by the Company (or its affiliates) for the whole of any such fiscal year) by (ii) [three (3)] [two (2)];
(ii) a lump-sum cash payment equal to the Executive’s Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus amounts for completed fiscal years, to the extent not theretofore unpaid plus paid or deferred;
(Biii) a prolump-rated bonus based upon sum cash payment equal to the number of days in the year of termination through the Date of Termination relative to 365 and the greater of (i) the target Executive’s Annual Bonus for the full fiscal year in the year which the Date of Termination occurs and based on the Company’s actual performance in such year, as determined by the Committee, (ii) except that in the average of event such termination occurs following a Change in Control, the Executive’s target Annual Bonuses earned Bonus for the two years prior to the fiscal year in which the Date of Termination occurs (shall be used instead) multiplied by a fraction the higher numerator of (i) which shall be the number of days the Executive was employed by the Company during the fiscal year in which the Date of Termination occurred and (ii), the “Applicable Bonus Amount”) plus (C) 2.5 times the sum denominator of the Annual Base Salary plus the Applicable Bonus Amountwhich is 365;
(iiiv) a lump-sum cash payment equal to the after-tax value (based on the highest Federal and State tax rates) of the Company-provided annual health care for the Executive and/or the Executive’s family at the Date of Termination, multiplied by [three (3)] [two (2)];
(v) for 30 months a period of one (1) year following the Date of Termination, the Company shall continue to provide medical and dental and life insurance benefits make coaching and/or outplacement services available to the Executive, his spouse and his eligible dependents on the same basis and at the same cost as such benefits are then currently provided to the Executive (the “Welfare Benefits”); provided that the total cost of such benefits shall be secondary to any other coverage obtained by the Executive; provided, however, that if the Company’s welfare plans do not permit such coverage, the Company will provide the Executive the Welfare Benefits with the same after tax effect;
(iii) if applicable, coaching and/or outplacement services for the Executive shall be deemed to have an additional 30 months of service credit under the Company’s retirement plans, programs, practices and policies;
(iv) all Company equity awards (including, without limitation, the IPO Stock Options and IPO Units) shall fully vest and all stock options and stock appreciation rights shall remain exercisable for the lesser of (x) 30 months after the Date of Termination or (y) the remainder of their termnot exceed $20,000; and
(vvi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or other contract or agreement of the Company and its affiliated companies through the Date of Termination, including, but not limited to, any accrued but unused vacation, any unreimbursed business expenses and the percentage of target bonus payable to other senior executives of the Company with respect to any unpaid bonus for any completed fiscal year prior to the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Appears in 1 contract
Other Than for Cause; For Good Reason. If, during the Employment Period, the Company or Zions Bancorporation shall terminate the ExecutiveEmployee’s employment other than for Cause or Disability, or the Executive Employee shall terminate employment for Good Reason (or the Executive dies after delivery of a valid Notice of Termination for Good Reason or without Cause) (each, a “Qualifying Termination”), except as provided in Sections 2(c)(ii) and 6 of this AgreementReason, the Company shall have no further obligations to the Executive Employee other than:
(i) the Company shall pay to the Executive Employee in a lump sum in cash within 30 10 days after the Date of Termination an amount equal to the sum of (A) the amount equal to the ExecutiveEmployee’s Annual Base Salary Salary, earned but unused vacation time accrued through the Date of Termination and any earned Annual Bonus for a completed prior year to the extent theretofore unpaid plus (B) the amount equal to (1) the highest Annual Bonus earned by the Employee (including annual bonuses earned from the Seller prior to the Effective Date) in the three years immediately prior to the Date of Termination times (2) a pro-rated bonus based upon fraction, the numerator of which is the number of days in the current fiscal year of termination the Company through the Date of Termination relative to 365 and the greater denominator of (i) the target Annual Bonus in the year the Date of Termination occurs and (ii) the average of the Annual Bonuses earned for the two years prior to the year the Date of Termination occurs (the higher of (i) and (ii), the “Applicable Bonus Amount”) which is 365 plus (C) 2.5 the amount equal to three times the sum of (1) the Employee’s Annual Base Salary plus (2) the Applicable highest Annual Bonus Amountearned by the Employee (including annual bonuses earned from the Seller prior to the Effective Date) in the three years immediately prior to the Date of Termination;
(ii) for 30 36 months following the Date of Termination, the Company shall continue to provide medical and medical, life insurance, dental and life insurance other welfare benefits to the ExecutiveEmployee, his spouse and his eligible dependents on the same basis and at the same cost as such benefits are then currently provided to the Executive Employee (the “Welfare Benefits”); provided that such benefits shall be secondary to any other coverage obtained by the ExecutiveEmployee; provided, however, that if the Company’s welfare plans do not permit such coverage, the Company will provide the Executive Employee the Welfare Benefits with the same after tax effect;
(iii) if applicableall Company stock options, the Executive restricted stock and other equity awards shall be deemed to have an additional 30 months of service credit under the Company’s retirement plans, programs, practices and policiesbecome immediately vested;
(iv) all Company equity awards (including, without limitation, the IPO Stock Options and IPO Units) shall fully vest and all stock options and stock appreciation rights shall remain exercisable for the lesser of (x) 30 months after the Date of Termination or (y) the remainder of their term; and
(v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive Employee any other amounts or benefits required to be paid or provided or which the Executive Employee is eligible to receive under any plan, program, policy or practice or other contract or agreement of the Company and its affiliated companies through the Date of TerminationTermination other than any severance plan, includingprogram, but not limited topolicy, any accrued but unused vacation, any unreimbursed business expenses and the percentage of target bonus payable to agreement or other senior executives arrangement of the Company with respect to any unpaid bonus for any completed fiscal year prior to the Date of Termination and its affiliates, (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); and
(v) the Company’s obligation to pay the Annual Payments required under Section 2(b)(iii), subject to the terms and conditions of that section.
Appears in 1 contract
Other Than for Cause; For Good Reason. If, during the Employment PeriodPeriod and absent a Change in Control, the Company shall terminate terminates the Executive’s employment other than for Cause or DisabilityDisability (but excluding a termination after a failure to pay Executive at least the Target Bonus attributable to 2008, 2009 or 2010 or grant the Executive at least the Target Equity Award attributable to 2008, 2009 or 2010), or the Executive shall terminate terminates employment for Good Reason (but excluding Good Reason as described in the provisos of Section 3(c)(ii)), or the Executive dies after delivery of a valid Notice of Termination for Good Reason or without CauseCause (but excluding a Notice of Termination for Good Reason as described in the provisos of Section 3(c)(ii)) (each, a “Qualifying Termination”), except as provided in Sections 2(c)(ii) and 6 of this Agreement, the Company shall have no further obligations to the Executive other than:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination an amount equal to the sum of (A) the amount equal to the Executive’s Annual Base Salary through the Date of Termination to the extent theretofore unpaid plus (B) a pro-rated bonus based upon the number of days in the year of termination through the Date of Termination relative to 365 and the greater of (i) the target Annual Bonus in the year the Date of Termination occurs and (ii) the average of the Annual Bonuses earned for the two years prior to the year the Date of Termination occurs (the higher of (i) and (ii), the “Applicable Bonus Amount”) plus (C) 2.5 2 times the sum of the Annual Base Salary plus the Applicable Bonus Amount;
(ii) for 30 24 months following the Date of Termination, the Company shall continue to provide medical and dental and life insurance benefits to the Executive, his spouse and his eligible dependents on the same basis and at the same cost as such benefits are then currently provided to the Executive (the “Welfare Benefits”); provided that such benefits shall be secondary to any other coverage obtained by the Executive; provided, however, that if the Company’s welfare plans do not permit such coverage, the Company will provide the Executive the Welfare Benefits with the same after tax effect;
(iii) if applicable, the Executive shall be deemed to have an additional 30 months of service credit under the Company’s retirement plans, programs, practices and policies;
(iv) all Company equity awards (including, without limitation, the IPO Stock Options and IPO Units) shall fully vest and all stock options and stock appreciation rights shall remain exercisable for the lesser of (x) 30 months after the Date of Termination or (y) the remainder of their term; and
(v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or other contract or agreement of the Company and its affiliated companies through the Date of Termination, including, but not limited to, any accrued but unused vacation, any unreimbursed business expenses and the percentage of target bonus payable to other senior executives of the Company with respect to any unpaid bonus for any completed fiscal year prior to the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the ““ Other BenefitsBenefits ”).
Appears in 1 contract
Other Than for Cause; For Good Reason. If, during the Employment Period, the Company or Zions Bancorporation shall terminate the ExecutiveEmployee’s employment other than for Cause or Disability, or the Executive Employee shall terminate employment for Good Reason (or the Executive dies after delivery of a valid Notice of Termination for Good Reason or without Cause) (each, a “Qualifying Termination”), except as provided in Sections 2(c)(ii) and 6 of this AgreementReason, the Company shall have no further obligations to the Executive Employee other than:
(i) the Company shall pay to the Executive Employee in a lump sum in cash within 30 10 days after the Date of Termination an amount equal to the sum of (A) the amount equal to the ExecutiveEmployee’s Annual Base Salary Salary, earned but unused vacation time accrued through the Date of Termination Termination, and any earned Annual Bonus for a completed prior year to the extent theretofore unpaid unpaid, plus (B) the amount equal to (1) the highest Annual Bonus earned by the Employee (including annual bonuses earned from the Seller prior to the Effective Date) in the three years immediately prior to the Date of Termination times (2) a pro-rated bonus based upon fraction, the numerator of which is the number of days in the current fiscal year of termination the Company through the Date of Termination relative to 365 and the greater denominator of (i) the target Annual Bonus in the year the Date of Termination occurs and (ii) the average of the Annual Bonuses earned for the two years prior to the year the Date of Termination occurs (the higher of (i) and (ii), the “Applicable Bonus Amount”) which is 365 plus (C) 2.5 the amount equal to three times the sum of (1) the Employee’s Annual Base Salary plus (2) the Applicable highest Annual Bonus Amountearned by the Employee (including annual bonuses earned from the Seller prior to the Effective Date) in the three years immediately prior to the Date of Termination;
(ii) for 30 36 months following the Date of Termination, the Company shall continue to provide medical and medical, life insurance, dental and life insurance other welfare benefits to the ExecutiveEmployee, his spouse and his eligible dependents on the same basis and at the same cost as such benefits are then currently provided to the Executive Employee (the “Welfare Benefits”); provided Benefits”);provided that such benefits shall be secondary to any other coverage obtained by the ExecutiveEmployee; provided, however, that if the Company’s welfare plans do not permit such coverage, the Company will provide the Executive Employee the Welfare Benefits with the same after tax effect;
(iii) if applicableall Company stock options, the Executive restricted stock and other equity awards shall be deemed to have an additional 30 months of service credit under the Company’s retirement plans, programs, practices and policiesbecome immediately vested;
(iv) all Company equity awards (including, without limitation, the IPO Stock Options and IPO Units) shall fully vest and all stock options and stock appreciation rights shall remain exercisable for the lesser of (x) 30 months after the Date of Termination or (y) the remainder of their term; and
(v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive Employee any other amounts or benefits required to be paid or provided or which the Executive Employee is eligible to receive under any plan, program, policy or practice or other contract or agreement of the Company and its affiliated companies through the Date of TerminationTermination other than any severance plan, includingprogram, but not limited topolicy, any accrued but unused vacation, any unreimbursed business expenses and the percentage of target bonus payable to agreement or other senior executives arrangement of the Company with respect to any unpaid bonus for any completed fiscal year prior to the Date of Termination and its affiliates, (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); and
(v) the Company’s obligation to pay the Annual Payments required under Section 2(b)(iii), subject to the terms and conditions of that section.
Appears in 1 contract
Other Than for Cause; For Good Reason. If, during the Employment PeriodTerm, the Company shall terminate terminates the Executive’s employment other than without Cause (and not for Cause death or Disability, ) or the Executive shall terminate terminates his employment for Good Reason Reason, in addition to the entitlements set forth in Section 4.4(a) hereof, (or 1) all Unvested Shares (as defined in the Executive dies after delivery of a valid Notice of Termination for Good Reason or without CauseStock Restriction Agreement) (each, a “Qualifying Termination”), except as provided in Sections 2(c)(ii) that are then still subject to vesting and 6 of this Agreement, have not been repurchased by the Company shall have no further obligations to become Vested Shares (as defined in the Stock Restriction Agreement) and, in addition, (2) the Executive other than:
shall be entitled to (i) the Company shall pay to the Executive in a lump sum in cash payment within 30 days after the Date date of Termination termination in an amount equal to two (2) times the sum of (A) the amount equal to the Executive’s Annual Base Salary through (at the Date highest rate in effect for the Executive during the twenty-four (24) month period immediately preceding the date of Termination to the extent theretofore unpaid termination) plus (B) a pro-rated bonus based upon the number of days in the year of termination through the Date of Termination relative to 365 and the greater of (i) the target Annual Bonus in the year the Date of Termination occurs (determined at Target Bonus Opportunity); and (ii) the average of the Annual Bonuses earned for the two years prior to the year the Date of Termination occurs twelve (the higher of (i12) and (ii), the “Applicable Bonus Amount”) plus (C) 2.5 times the sum of the Annual Base Salary plus the Applicable Bonus Amount;
(ii) for 30 months following the Date date of Terminationtermination, the Company shall continue to provide medical and dental and life insurance benefits to the Executive, his spouse and his eligible dependents on the same basis and at the same cost as such benefits are then currently provided to the Executive (the “Welfare Benefits”); provided that and, if applicable, his spouse and eligible dependents, prior to such benefits shall be secondary to any other coverage obtained by the Executivetermination of employment; provided, however, that if the Company’s welfare plans do not permit Executive becomes employed and eligible to receive substantially equivalent medical and life benefits under a plan of such coveragesubsequent employer, the Company will shall no longer be obligated to provide such medical and life benefits. The amounts payable to the Executive the Welfare Benefits with the same after tax effect;
pursuant to Section 4.4(b)(i) and (iiiii) if applicableare referred to herein as “Severance”. Upon such a termination without Cause or for Good Reason, the Executive shall have the right for sixty (60) days following such termination to elect to cause the Company and/or any other Revel Entity designated by the Board to repurchase the Founder Shares then held by Executive at the then fair market value for such shares which shall be deemed to have an additional 30 months determined as follows (such value as may be determined in accordance with (i) or (ii) below, as applicable, the “Termination Date FMV”): (i) if shares of service credit under the Company’s retirement plans, programs, practices Common Stock are either listed on a national securities exchange or carried on Nasdaq and policies;
market quotations are readily available to such shares (iv“Publicly Traded”) all Company equity awards (including, without limitation, then the IPO Stock Options and IPO Units) fair market value of such shares shall fully vest and all stock options and stock appreciation rights shall remain exercisable for the lesser of (x) 30 months after the Date of Termination or (y) the remainder of their term; and
(v) be equal to the extent volume weighted average price of such shares over the twenty (20) trading days immediately preceding the date upon which the Executive’s employment with the Company was terminated, and (ii) if shares of the Company’s Common Stock are not theretofore paid Publicly Traded then the fair market value shall be determined by an independent third party valuator mutually acceptable to the Executive and the Company or providedif the Executive and the Company cannot agree on a mutually acceptable independent third-party valuator, each of the Executive and the Company shall timely pay or provide to select an independent third-party valuator who shall jointly select another independent third-party valuator who shall determine the fair market value of such shares. The fees and expenses of any independent third-party valuator shall be borne by the Company. Notwithstanding the foregoing, if the Executive exercises this put right and the Company is precluded from effecting the repurchase of the Founder Shares within the 30 day period following the Executive’s exercise of this put right as a result of the Delaware General Corporation Law or as a result of any other amounts or benefits required to be paid or provided or which limitation contained in the Executive is eligible to receive under restrictive covenants of any plan, program, policy or practice or other contract or financing agreement of the Company and its affiliated companies through the Date of TerminationCompany, including, but not limited to, any accrued but unused vacation, any unreimbursed business expenses and the percentage of target bonus payable to other senior executives of within such 30 day period the Company with respect shall redeem the maximum number of Founder Shares as shall then be permissible and shall thereafter continue to any unpaid bonus for any completed fiscal year prior to redeem the Date of Termination (such other amounts and benefits remaining Founder Shares as promptly as shall be hereinafter referred to as permissible on a continuous basis until all such Founder Shares have been redeemed in full provided that all such redemptions shall be made at the “Other Benefits”)Termination Date FMV.
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Samples: Employment Agreement (Revel Entertainment Group, LLC)
Other Than for Cause; For Good Reason. If, during the Employment Period, the Company shall terminate the ExecutiveEmployee’s employment other than for Cause or Disability, or the Executive Employee shall terminate employment for Good Reason (or the Executive dies after delivery of a valid Notice of Termination for Good Reason or without Cause) (each, a “Qualifying Termination”), except as provided in Sections 2(c)(ii) and 6 of this AgreementReason, the Company shall have no further obligations to the Executive Employee other than, to the extent permitted under Applicable Law:
(i) within 10 days after the Date of Termination, the Company shall pay to the Employee (A) in a lump sum in cash an amount equal to the sum of the Employee’s earned but unpaid Annual Base Salary and accrued but unused vacation time accrued through the Date of Termination and (B) any earned but unpaid Salary Share Units;
(ii) the Company shall pay to the Executive Employee in a lump sum in cash within 30 days after the Date of Termination an amount equal to the sum of (A) the amount equal to of the ExecutiveEmployee’s Annual Base Salary through that would have been payable to the Employee from the Date of Termination to through the extent theretofore unpaid plus third anniversary of the Effective Date; (B) a pro-rated bonus based upon any amount of the number Special Payment that has not yet been paid on the Date of days in Termination; (C) the year unpaid dollar amount of termination through any Salary Share Units that would have been payable to the Employee from the Date of Termination relative to 365 through the third anniversary of the Effective Date, and the greater of (iD) the target unpaid dollar amount of any award of Upfront Restricted Stock and of Annual Bonus in Restricted Stock that the year the Date of Termination occurs and (ii) the average of the Annual Bonuses earned for the two years prior Company is obligated to grant to the year Employee under Section 2(b)(iv) that has not yet been granted to the Date of Termination occurs (the higher of (i) and (ii), the “Applicable Bonus Amount”) plus (C) 2.5 times the sum of the Annual Base Salary plus the Applicable Bonus Amount;
(ii) for 30 months following Employee on the Date of Termination;
(iii) through the third anniversary of the Effective Date, the Company shall continue to provide medical and medical, life insurance, dental and life insurance other welfare benefits to the ExecutiveEmployee, his spouse and his eligible dependents on the same basis and at the same cost as such benefits are then currently provided to the Executive Employee (the “Welfare Benefits”); provided that such benefits shall be secondary to any other coverage obtained by the Executive; provided, however, that if the Company’s welfare plans do not permit such coverage, the Company will provide the Executive the Welfare Benefits with the same after tax effect;
(iii) if applicable, the Executive shall be deemed to have an additional 30 months of service credit under the Company’s retirement plans, programs, practices and policiesEmployee;
(iv) all outstanding Company stock options, restricted stock and other equity awards (including, without limitationbut not limited to, the IPO Upfront Restricted Stock Options and IPO Unitsthe Annual Restricted Stock) shall fully vest become immediately vested and all stock options any Value Sharing Plan units shall be deemed immediately earned and stock appreciation rights shall remain exercisable for the lesser of (x) 30 months after the Date of Termination or (y) the remainder of their termvested at target; and
(v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive Employee any other amounts or benefits required to be paid or provided or which the Executive Employee is eligible to receive under any plan, program, policy or practice or other contract or agreement of the Company and its affiliated companies through the Date of TerminationTermination other than any severance plan, includingprogram, but not limited topolicy, any accrued but unused vacation, any unreimbursed business expenses and the percentage of target bonus payable to agreement or other senior executives arrangement of the Company with respect to any unpaid bonus for any completed fiscal year prior to the Date of Termination and its affiliates, (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Appears in 1 contract
Other Than for Cause; For Good Reason. If, during the Employment Period, the Company shall terminate the ExecutiveEmployee’s employment other than for Cause or Disability, or the Executive Employee shall terminate employment for Good Reason (or the Executive dies after delivery of a valid Notice of Termination for Good Reason or without Cause) (each, a “Qualifying Termination”), except as provided in Sections 2(c)(ii) and 6 of this AgreementReason, the Company shall have no further obligations to the Executive Employee other than:
(i) the Company shall pay to the Executive Employee in a lump sum in cash within 30 10 days after the Date of Termination an amount equal to the sum of (A) the amount equal to the ExecutiveEmployee’s earned but unpaid Annual Base Salary Salary, accrued but unused vacation time accrued through the Date of Termination and any earned Annual Bonus for a completed prior year to the extent theretofore unpaid unpaid, plus (B) the amount equal to (1) the Employee’s Annual Bonus, at target, for the year of termination times (2) a pro-rated bonus based upon fraction, the numerator of which is the number of days in the current fiscal year of termination the Company through the Date of Termination relative to 365 and the greater denominator of (i) the target Annual Bonus in the year the Date of Termination occurs and (ii) the average of the Annual Bonuses earned for the two years prior to the year the Date of Termination occurs (the higher of (i) and (ii), the “Applicable Bonus Amount”) plus (C) 2.5 times the sum of the Annual Base Salary plus the Applicable Bonus Amountwhich is 365;
(ii) the Company shall make monthly cash payments to the Employee for 30 months following the period commencing on the Date of TerminationTermination and ending on the fifth anniversary of the Effective Date in an amount equal to 1/12 the then-current annual rate of Annual Base Salary multiplied by 1.6;
(iii) through the fifth anniversary of the Effective Date, the Company shall continue to provide medical and medical, life insurance, dental and life insurance other welfare benefits to the ExecutiveEmployee, his spouse and his eligible dependents on the same basis and at the same cost as such benefits are then currently provided to the Executive Employee (the “Welfare Benefits”); provided that such benefits shall be secondary to any other coverage obtained by the Executive; provided, however, that if the Company’s welfare plans do not permit such coverage, the Company will provide the Executive the Welfare Benefits with the same after tax effect;
(iii) if applicable, the Executive shall be deemed to have an additional 30 months of service credit under the Company’s retirement plans, programs, practices and policiesEmployee;
(iv) all Company stock options, restricted stock and other equity awards (including, without limitationbut not limited to, the IPO Upfront Restricted Stock Options and IPO Unitsthe Make-Whole Grant) shall fully vest and all stock options and stock appreciation rights shall remain exercisable for the lesser of (x) 30 months after the Date of Termination or (y) the remainder of their termbecome immediately vested; and
(v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive Employee any other amounts or benefits required to be paid or provided or which the Executive Employee is eligible to receive under any plan, program, policy or practice or other contract or agreement of the Company and its affiliated companies through the Date of TerminationTermination other than any severance plan, includingprogram, but not limited topolicy, any accrued but unused vacation, any unreimbursed business expenses and the percentage of target bonus payable to agreement or other senior executives arrangement of the Company with respect to any unpaid bonus for any completed fiscal year prior to the Date of Termination and its affiliates, (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Appears in 1 contract
