Other Than for Cause; 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: (i) the Company shall, in lieu of any future amounts and benefits payable under Section 2(b), pay to the Executive in a lump sum in cash within 30 days after the Date of Termination: (A) the amount equal to the sum of (x) three times the Executive’s Annual Base Salary plus (y) three times the average Annual Bonus (or, with respect to calendar years prior to 2002, the year end bonus) actually paid or payable to the Executive in the two years preceding the year in which the Date of Termination occurs (the “Average Annual Bonus”); and (B) the sum of (x) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, plus (y) the product of (1) the Average Annual Bonus multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, to the extent not theretofore paid (the sum of the amounts described in clauses (x) and (y) shall be hereinafter referred to as the “Accrued Obligations”); (ii) for 36 months following the Date of Termination, the Company shall continue to provide at its expense medical and dental benefits to the Executive, his spouse and eligible dependents on the same basis as such benefits are then currently provided to the Executive (the “Medical Benefits”); provided that such Medical 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 Medical Benefits (with the same after tax effect) outside of such plans; (iii) any Company stock options or other Company equity awards granted to the Executive after the Effective Date shall immediately vest and be exercisable or payable pursuant to their terms; and (iv) 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 contract (including any bonus awarded, but not yet paid) or agreement of the Company and its affiliated companies through 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 (Archipelago Holdings L L C), Employment Agreement (Archipelago Holdings L L C)
Other Than for Cause; Good Reason. If, during the Employment Period, If the Company shall terminate the Executive’s 's employment other than for Cause or Disability, pursuant to Section 8.4 or the Executive shall terminate the Executive's employment for Good Reasonpursuant to Section 8.5, then the Company shall pay to the Executive:
(ia) as soon as reasonably practicable after the Company shallTermination Date, his Salary through the Termination Date;
(b) as soon as reasonably practicable after the Termination Date, his Annual Bonus as described in lieu Section 3.2; provided that for purposes of any future amounts and benefits payable computing the Annual Bonus payment under this Section 2(b)9.4, pay the budgeted EBITDA target on the date the Executive's employment terminates shall be an amount equal to the Executive in a lump sum in cash within 30 days after the Date product of Termination:
(A) the amount equal to budgeted EBITDA target for the sum of (x) three times the Executive’s Annual Base Salary plus (y) three times the average Annual Bonus (or, with respect to calendar years prior to 2002, the year end bonus) actually paid or payable to the Executive in the two years preceding the fiscal year in which the Date of Termination occurs (the “Average Annual Bonus”); and
Executive's employment terminates MULTIPLIED BY (B) the sum of (x) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, plus (y) the product of (1) the Average Annual Bonus multiplied by (2) a fraction, the numerator of which is the number of days in from the fiscal year in beginning of the Bonus Year during which such termination occurs until the Date date of Termination occurs through the Date of Termination such termination and the denominator of which is 365, to ; and
(c) until the extent not theretofore paid (the sum second anniversary of the amounts described Termination Date, severance at a rate equal to 100% of his Salary in clauses (x) and (y) shall effect at the time notice of termination is given, such severance to be hereinafter referred to paid on a monthly basis or such other time increment as the “Accrued Obligations”);
(ii) for 36 months following the Date of Termination, Executive and the Company shall continue mutually agree. With respect to provide at its expense any termination of employment to which this Section 9.4 applies, until the earlier to occur of (1) the second anniversary of the Termination Date or (2) the date on which the Executive commences other employment in connection with which the Executive receives medical and dental benefits substantially comparable to those made available by the Company (including self-employment or engaging in an enterprise as a sole proprietor or partner) (the "BENEFITS TERMINATION DATE"), the Company shall, if medical and dental insurance coverage was not being provided by Interface, Inc. and the Executive was participating in any Company medical and dental insurance plans pursuant to Section 3.5 immediately prior to the Executive, effectiveness of his spouse termination of employment and eligible dependents on the same basis as such benefits are then currently provided subject to any employee contribution applicable to the Executive (immediately prior to such effectiveness, continue to contribute to the “Medical Benefits”); provided that such Medical Benefits shall be secondary to any other coverage obtained by cost of the Executive; provided, however, that if 's participation in such medical and dental insurance plans so long as the Company’s welfare plans do not permit Executive is entitled to continue such coverage, participation under applicable law and plan terms. The obligations of the Company will provide the Executive the Medical Benefits (with the same after tax effect) outside of such plans;
(iii) any Company stock options or other Company equity awards granted to the Executive after under this Section 9.4 (other than clause (a) of the Effective Date shall immediately vest first sentence of this Section 9.4) are conditioned upon the Executive's signing a release of claims in the form of Exhibit C (the "RELEASE") within 28 days of the date on which notice of termination is given and upon such Release remaining in full force and effect thereafter. All severance payments under this Section 9.4 will be exercisable or in the form of salary continuation, payable pursuant to their terms; and
(iv) to in accordance with 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 contract (including any bonus awarded, but not yet paid) or agreement normal payroll practices of the Company and its affiliated companies through will begin at the Date Company's next regular payroll period following the effective date of Termination (such other amounts and benefits the Release, but shall be hereinafter referred retroactive to as the “Other Benefits”)Termination Date.
Appears in 1 contract
Other Than for Cause; Good Reason. If, during the Employment Period, (a) If the Company shall terminate the Executive’s employment other than for hereunder without Cause or Disability, pursuant to Section 6.4 or the Executive shall terminate his employment hereunder for Good ReasonReason pursuant to Section 6.5, then:
(i1) the Company shall, in lieu of any future amounts and benefits payable under Section 2(b), shall pay to the Executive in a lump sum in cash within 30 days after the Date of TerminationExecutive:
(A) as soon as reasonably practicable after the amount equal to Termination Date, his Salary through the sum of (x) three times the Executive’s Annual Base Salary plus (y) three times the average Annual Bonus (or, with respect to calendar years prior to 2002, the year end bonus) actually paid or payable to the Executive in the two years preceding the year in which the Date of Termination occurs (the “Average Annual Bonus”); andDate;
(B) as soon as reasonably practicable following the sum last day of the month in which the Termination Date occurs, his Annual Bonus as described in Section 3.2, subject to the following: For purposes of computing the percentage of Targeted EBITDA which has been achieved pursuant to Exhibit A (xthe “Applicable Percentage”), the Company shall compare (i) the Executive’s Annual Base Salary through actual EBITDA achieved from the Date beginning of Termination to the extent not theretofore paid, plus (y) the product of (1) the Average Annual Bonus multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Termination Date of Termination occurs through the last day of the month in which the Termination Date occurs to (ii) the budgeted EBITDA from the beginning of the fiscal year in which the Termination and Date occurs through the denominator last day of the month in which is 365, the Termination Date occurs. The amount of the Annual Bonus payable to the extent not theretofore paid (the sum of the amounts described in clauses Executive under this Section 7.4(a)(1)(B) shall be equal to (x) and the applicable percentage of Salary set forth opposite the Applicable Percentage on Exhibit A, multiplied by (y) shall be hereinafter referred the Executive's Salary paid or payable from the beginning of the fiscal year in which the Termination Date occurs through the Termination Date; and,
(C) for a period of two (2) years after the Termination Date, severance at a rate equal to as 100% of his Salary in effect at the “Accrued Obligations”)time notice of termination is given;
(ii2) for 36 months following Holdco shall have the Date right to repurchase the Executive’s vested and unvested shares of Termination, the Company shall continue to provide at its expense medical and dental benefits Common Stock of Holdco pursuant to the Executiveterms of the Previous Stock Agreements and the Stock Option Agreement, his spouse Securityholders Agreement and eligible dependents on the same basis as such benefits are then currently provided to the Executive (the “Medical Benefits”); provided that such Medical 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 Medical Benefits (with the same after tax effect) outside of such plans;
(iii) any Company stock options or other Company equity awards granted to the Executive after the Effective Date shall immediately vest and be exercisable or payable pursuant to their termsRegistration Rights Agreement; and
(iv3) until the earlier to occur of (A) the extent not theretofore paid passage of two (2) years after the Termination Date or provided, (B) the Company shall timely pay or provide to date on which the Executive any commences other amounts or benefits required to be paid or provided or employment in connection with which the Executive is eligible to receive under any plan, program, policy or practice or contract medical and dental benefits (including self-employment or engaging in an enterprise as a sole proprietor or partner) (the “Benefits Termination Date”), if the Executive was participating in any bonus awardedCompany medical, but not yet paidvision and dental plans pursuant to Section 3.6 and subject to any employee contribution applicable to Executive as of the Termination Date, the Company shall contribute to the premium cost of Executive’s coverage and that of Executive’s qualified dependents under its medical, vision, and dental plans at the same rate that it contributes to the premium cost for its active executives and their qualified dependents.
(b) or agreement The obligations of the Company to the Executive under this Section 7.4 (other than Section 7.4(a)(1)(A)) are conditioned upon the Executive’s signing a release of claims in the form of Exhibit B (the “Release”) within twenty-eight (28) days of the date on which notice of termination is given and upon such Release remaining in full force and effect thereafter. All severance payments under this Section 7.4 will be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company and its affiliated companies through will begin at the Date Company’s next regular payroll period following the effective date of Termination (such other amounts and benefits the Release, but shall be hereinafter referred retroactive to as the “Other Benefits”)Termination Date.
Appears in 1 contract
Samples: Employment Agreement (Simmons Co)
Other Than for Cause; Good Reason. If, during the Employment Period, If the Company shall terminate the Executive’s 's employment other than for hereunder without Cause or Disability, pursuant to Section 8.4 or the Executive shall terminate his employment hereunder for Good ReasonReason pursuant to Section 8.5, then (a) the Company shall pay to the Executive:
(1) as soon as reasonably practicable after the Termination Date, his Salary through the Termination Date;
(2) as soon as reasonably practicable following the last day of the month in which the Termination Date occurs, his Annual Bonus as described in Section 3.2, subject to the following sentence. For purposes of computing the percentage of Targeted EBITDA which has been achieved pursuant to Exhibit A (the "Applicable Percentage"), the Company shall compare (i) the Company shall, in lieu actual EBITDA achieved from the beginning of any future amounts and benefits payable under Section 2(b), pay to the Executive in a lump sum in cash within 30 days after the Date of Termination:
(A) the amount equal to the sum of (x) three times the Executive’s Annual Base Salary plus (y) three times the average Annual Bonus (or, with respect to calendar years prior to 2002, the year end bonus) actually paid or payable to the Executive in the two years preceding the year in which the Date of Termination occurs (the “Average Annual Bonus”); and
(B) the sum of (x) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, plus (y) the product of (1) the Average Annual Bonus multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Termination Date of Termination occurs through the last day of the month in which the Termination Date occurs to (ii) the budgeted EBITDA from the beginning of the fiscal year in which the Termination and Date occurs through the denominator last day of the month in which is 365, the Termination Date occurs. The amount of the Annual Bonus payable to the extent not theretofore paid (the sum of the amounts described in clauses Executive under this Section 9.4(2) shall be equal to (x) and the applicable percentage of Salary set forth opposite the Applicable Percentage on Exhibit A, multiplied by (y) shall the Executive's Salary paid or payable from the beginning of the fiscal year in which the Termination Date occurs through the Termination Date; and
(3) until the second anniversary of the Termination Date, severance at a rate equal to 100% of his Salary in effect at the time notice of termination is given, such severance to be hereinafter referred to paid on a monthly basis or such other time increment as the “Accrued Obligations”);Executive and the Company mutually agree; and
(ii1) for 36 months following Holdings shall have the Date right to repurchase the Executive's vested and unvested shares of Terminationthe Class B Common Stock of Holdings pursuant to the terms of the Restricted Stock Agreement, and (2) Holdings shall have the right to repurchase, and the Executive shall have the right to require Holdings to repurchase, the Company shall continue Executive's shares of the Class A Common Stock of Holdings, in each case pursuant to provide at its expense the terms of the Securityholders' Agreement. With respect to any termination of employment to which this Section 9.4 applies, until the earlier to occur of (1) the second anniversary of the Termination Date or (2) the date on which the Executive commences other employment in connection with which the Executive receives medical and dental benefits substantially comparable to those made available by the Company (including self-employment or engaging in an enterprise as a sole proprietor or partner) (the "Benefits Termination Date"), the Company shall, if the Executive was participating in any Company medical and dental insurance plans pursuant to Section 3.5 immediately prior to the Executive, effectiveness of his spouse termination of employment and eligible dependents on the same basis as such benefits are then currently provided subject to any employee contribution applicable to the Executive (immediately prior to such effectiveness, continue to contribute to the “Medical Benefits”); provided that such Medical Benefits shall be secondary to any other coverage obtained by cost of the Executive; provided, however, that if 's participation in such medical and dental insurance plans so long as the Company’s welfare plans do not permit Executive is entitled to continue such coverage, participation under applicable law and plan terms. The obligations of the Company will provide the Executive the Medical Benefits (with the same after tax effect) outside of such plans;
(iii) any Company stock options or other Company equity awards granted to the Executive after under this Section 9.4 (other than clause (a) of the Effective Date shall immediately vest first sentence of this Section 9.4) are conditioned upon the Executive's signing a release of claims in the form of Exhibit B (the "Release") within twenty eight (28) days of the date on which notice of termination is given and upon such Release remaining in full force and effect thereafter. All severance payments under this Section 9.4 will be exercisable or in the form of salary continuation, payable pursuant to their terms; and
(iv) to in accordance with 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 contract (including any bonus awarded, but not yet paid) or agreement normal payroll practices of the Company and its affiliated companies through will begin at the Date Company's next regular payroll period following the effective date of Termination (such other amounts and benefits the Release, but shall be hereinafter referred retroactive to as the “Other Benefits”)Termination Date.
Appears in 1 contract
Other Than for Cause; Good Reason. If, during the Employment Period, If the Company shall terminate the Executive’s 's employment other than for hereunder without Cause or Disability, pursuant to Section 8.4 or the Executive shall terminate his employment hereunder for Good ReasonReason pursuant to Section 8.5, then (a) the Company shall pay to the Executive:
(1) as soon as reasonably practicable after the Termination Date, his Salary through the Termination Date;
(2) as soon as reasonably practicable following the last day of the month in which the Termination Date occurs, his Annual Bonus as described in Section 3.2, subject to the following sentence. For purposes of computing the percentage of Targeted EBITDA which has been achieved pursuant to Exhibit A (the "Applicable Percentage"), the Company shall compare (i) the Company shall, in lieu actual EBITDA achieved from the beginning of any future amounts and benefits payable under Section 2(b), pay to the Executive in a lump sum in cash within 30 days after the Date of Termination:
(A) the amount equal to the sum of (x) three times the Executive’s Annual Base Salary plus (y) three times the average Annual Bonus (or, with respect to calendar years prior to 2002, the year end bonus) actually paid or payable to the Executive in the two years preceding the year in which the Date of Termination occurs (the “Average Annual Bonus”); and
(B) the sum of (x) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, plus (y) the product of (1) the Average Annual Bonus multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Termination Date of Termination occurs through the last day of the month in which the Termination Date occurs to (ii) the budgeted EBITDA from the beginning of the fiscal year in which the Termination and Date occurs through the denominator last day of the month in which is 365, the Termination Date occurs. The amount of the Annual Bonus payable to the extent not theretofore paid (the sum of the amounts described in clauses Executive under this Section 9.4(2) shall be equal to (x) and the applicable percentage of Salary set forth opposite the Applicable Percentage on Exhibit A, multiplied by (y) shall the Executive's Salary paid or payable from the beginning of the fiscal year in which the Termination Date occurs through the Termination Date; and
(3) until the second anniversary of the Termination Date, severance at a rate equal to 100% of his Salary in effect at the time notice of termination is given, such severance to be hereinafter referred to paid on a monthly basis or such other time increment as the “Accrued Obligations”);Executive and the Company mutually agree; and
(iiI) for 36 months following Holdings shall have the Date right to repurchase the Executive's vested and unvested shares of Terminationthe Class B Common Stock of Holdings pursuant to the terms of the Restricted Stock Agreement, and (2) Holdings shall have the right to repurchase, and the Executive shall have the right to require Holdings to repurchase, the Company shall continue Executive's shares of the Class A Common Stock of Holdings, in each case pursuant to provide at its expense the terms of the Securityholders' Agreement. With respect to any termination of employment to which this Section 9.4 applies, until the earlier to occur of (1) the second anniversary of the Termination Date or (2) the date on which the Executive commences other employment in connection with which the Executive receives medical and dental benefits substantially comparable to those made available by the Company (including self- employment or engaging in an enterprise as a sole proprietor or partner) (the "Benefits Termination Date"), the Company shall, if the Executive was participating in any Company medical and dental insurance plans pursuant to Section 3.5 immediately prior to the Executive, effectiveness of his spouse termination of employment and eligible dependents on the same basis as such benefits are then currently provided subject to any employee contribution applicable to the Executive (immediately prior to such effectiveness, continue to contribute to the “Medical Benefits”); provided that such Medical Benefits shall be secondary to any other coverage obtained by cost of the Executive; provided, however, that if 's participation in such medical and dental insurance plans so long as the Company’s welfare plans do not permit Executive is entitled to continue such coverage, participation under applicable law and plan terms. The obligations of the Company will provide the Executive the Medical Benefits (with the same after tax effect) outside of such plans;
(iii) any Company stock options or other Company equity awards granted to the Executive after under this Section 9.4 (other than clause (a) of the Effective Date shall immediately vest first sentence of this Section 9.4) are conditioned upon the Executive's signing a release of claims in the form of Exhibit B (the "Release") within twenty eight (28) days of the date on which notice of termination is given and upon such Release remaining in full force and effect thereafter. All severance payments under this Section 9.4 will be exercisable or in the form of salary continuation, payable pursuant to their terms; and
(iv) to in accordance with 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 contract (including any bonus awarded, but not yet paid) or agreement normal payroll practices of the Company and its affiliated companies through will begin at the Date Company's next regular payroll period following the effective date of Termination (such other amounts and benefits the Release, but shall be hereinafter referred retroactive to as the “Other Benefits”)Termination Date.
Appears in 1 contract
Other Than for Cause; Good Reason. If, during the Employment Period, If the Company shall terminate the Executive’s 's employment other than for Cause or Disability, pursuant to Section 8.4 or the Executive shall terminate the Executive's employment for Good Reasonpursuant to Section 8.5, then the Company shall pay to the Executive:
(a) his Salary through the Termination Date;
(b) on the earlier of (i) the date of the release of the audited financial statements of the Company shall, in lieu of any future amounts and benefits payable under Section 2(b), pay to for the Executive in a lump sum in cash within 30 Bonus Year during which such termination occurs or (ii) the date which is 120 days after the Date end of Termination:
such Bonus Year, an amount equal to the product of (A) the amount equal to the sum of (x) three times the Executive’s Annual Base Salary plus (y) three times the average Annual Bonus (or, with respect to calendar years prior to 2002, the year end bonus) actually paid or payable to that the Executive in the two years preceding the year in which the Date of Termination occurs (the “Average Annual Bonus”); and
would otherwise have earned for such Bonus Year if such termination had not occurred MULTIPLIED BY (B) the sum of (x) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, plus (y) the product of (1) the Average Annual Bonus multiplied by (2) a fraction, the numerator of which is the number of days in from the fiscal year in which beginning of such Bonus Year until the Date date of Termination occurs through the Date of Termination such termination and the denominator of which is 365; and
(c) until the second anniversary of the Termination Date, severance at a rate equal to 100% of his Salary in effect at the time notice of termination is given, such severance to be paid on a monthly basis (or such other increment as the Company and the Executive mutually agree) for a period of 24 months after the termination of the Executive's employment; PROVIDED, HOWEVER, that if after the first anniversary of the Termination Date the Executive commences other employment, the Executive shall be entitled to severance at a rate equal to the extent not theretofore paid difference between (i) 100% of his Salary in effect at the sum time notice of the amounts described in clauses (x) termination is given and (y) shall be hereinafter referred to as the “Accrued Obligations”);
(ii) for 36 months following 100% of the annual salary to be received by the Executive upon commencement of other employment and PROVIDED, FURTHER, that the Executive may elect by written notice to the Company after the first anniversary of the Termination Date not to receive severance pursuant to this Section 9.4(c). With respect to any termination of Terminationemployment to which this Section 9.4 applies, until the earlier to occur of (1) the second anniversary of the Termination Date, (2) the date on which the Executive commences other employment in connection with which the Executive receives medical and dental benefits substantially comparable to those made available by the Company (including self-employment or engaging in an enterprise as a sole proprietor or partner) or (3) the date the Executive elects pursuant to Section 9.4(c) not to receive severance under such section (the "BENEFITS TERMINATION DATE"), the Company shall continue to provide at its expense contribute to the cost of the Executive's participation in such medical and dental benefits insurance plans so long as the Executive is entitled to continue such participation under applicable law and plan terms. The obligations of the Executive, his spouse and eligible dependents on the same basis as such benefits are then currently provided Company to the Executive under this Section 9.4 (other than clause (a) of the first sentence of this Section 9.4) are conditioned upon the Executive's signing a release of claims in the form of Exhibit C (the “Medical Benefits”); provided that "RELEASE") within 28 days of the date on which notice of termination is given and upon such Medical Benefits shall Release remaining in full force and effect thereafter. All severance payments under this Section 9.4 will be secondary to any other coverage obtained by in the Executive; providedform of salary continuation, however, that if the Company’s welfare plans do not permit such coverage, the Company will provide the Executive the Medical Benefits (payable in accordance with the same after tax effect) outside of such plans;
(iii) any Company stock options or other Company equity awards granted to the Executive after the Effective Date shall immediately vest and be exercisable or payable pursuant to their terms; and
(iv) 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 contract (including any bonus awarded, but not yet paid) or agreement normal payroll practices of the Company and its affiliated companies through will begin at the Date Company's next regular payroll period following the effective date of Termination (such other amounts and benefits the Release, but shall be hereinafter referred retroactive to as the “Other Benefits”)Termination Date.
Appears in 1 contract
Other Than for Cause; Good Reason. If, during the Employment Period, If the Company shall terminate the Executive’s 's employment other than for Cause or Disability, pursuant to Section 8.4 or the Executive shall terminate employment for Good Reason:
(i) the Company shall, in lieu of any future amounts and benefits payable under Section 2(b), pay to the Executive in a lump sum in cash within 30 days after the Date of Termination:
(A) the amount equal to the sum of (x) three times the Executive’s Annual Base Salary plus (y) three times the average Annual Bonus (or's employment pursuant to Section 8.5, with respect to calendar years prior to 2002, the year end bonus) actually paid or and if no benefits are payable to the Executive under a separate severance agreement or an executive severance plan (acknowledged in writing by the two years preceding Executive to supersede the year provisions of this Section 9.4) as a result of such termination, then the Company shall pay or provide to the Executive:
(a) as soon as reasonably practicable after the Termination Date, all amounts and benefits provided for in which Section 3 and due to the Executive through the Termination Date and all amounts and benefits arising under Section 3 before the Termination Date but payable or to be provided after the Termination Date;
(b) Executive's Salary in effect at the time notice of termination is given until the second anniversary of the Termination occurs (Date, payable on a monthly basis or such other time increment as the “Average Annual Bonus”)Executive and the Company mutually agree; and
(Bc) the sum of (x) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore previously paid, plus an Annual Bonus for the fiscal year ending December 31, 2000 (ysuch Annual Bonus to be prorated for the period that Executive is employed by the Company in 2000) in an amount equal to 100% of Salary in effect at the product time notice of termination is given, and an Annual Bonus for the fiscal year ending December 31, 2001 in an amount equal to 50% of Salary in effect at the time notice of termination is given. With respect to any termination of employment to which this Section 9.4 applies, until the earlier to occur of (1) the Average Annual Bonus multiplied by second anniversary of the Termination Date or (2) a fraction, the numerator of which is the number of days in the fiscal year in date on which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, to the extent not theretofore paid Executive receives from another employer (the sum of the amounts described including self-employment or engaging in clauses (xan enterprise as a sole proprietor or partner) and (y) shall be hereinafter referred to as the “Accrued Obligations”);
(ii) for 36 months following the Date of Termination, the Company shall continue to provide at its expense medical and dental benefits substantially comparable to those made available by the Executive, his spouse and eligible dependents on the same basis as such benefits are then currently provided Company to the Executive as of the time notice of termination is given (and without regard to any diminution of such medical and dental benefits made by the Company in anticipation of such notice of termination) (the “Medical Benefits”"Benefits Termination Date"); provided that such Medical 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 shall, if the Executive the Medical Benefits (with the same after tax effect) outside of such plans;
(iii) was participating in any Company stock options or other Company equity awards granted medical and dental insurance plans pursuant to Section 3.7 immediately prior to the effectiveness of his termination of employment and subject to any employee contribution applicable to the Executive after the Effective Date shall immediately vest prior to such effectiveness, continue to provide and be exercisable or payable pursuant to their terms; and
(iv) contribute to the extent not theretofore paid or provided, cost of the Executive's participation in such medical and dental insurance plans so long as the Executive is entitled to continue such participation under applicable law and plan terms. The obligations of the Company shall timely pay or provide to the Executive any under this Section 9.4 (other amounts or benefits required to than clause (a) of the first sentence of this Section 9.4) are conditioned upon the Executive's signing a release of claims in the form of Exhibit A (the "Release") within 28 days of the date on which notice of termination is given and upon such Release remaining in full force and effect thereafter. Except as otherwise provided, all severance payments under this Section 9.4 will be paid or provided or which in the Executive is eligible to receive under any planform of salary continuation, program, policy or practice or contract (including any bonus awarded, but not yet paid) or agreement payable in accordance with the normal payroll practices of the Company and its affiliated companies through will begin at the Date Company's next regular payroll period following the effective date of Termination (such other amounts and benefits the Release, but shall be hereinafter referred retroactive to as the “Other Benefits”)Termination Date; provided, that payments to the Executive under this Section 9.4 shall not be reduced by reason of any compensation payments Executive receives from employment subsequent to the Termination Date.
Appears in 1 contract
Other Than for Cause; Good Reason. If, during the Employment Period, If the Company shall terminate the Executive’s 's employment other than for Cause or Disability, pursuant to Section 8.4 or the Executive shall terminate employment for Good Reason:
(i) the Company shall, in lieu of any future amounts and benefits payable under Section 2(b), pay to the Executive in a lump sum in cash within 30 days after the Date of Termination:
(A) the amount equal to the sum of (x) three times the Executive’s Annual Base Salary plus (y) three times the average Annual Bonus (or's employment pursuant to Section 8.5, with respect to calendar years prior to 2002and, the year end bonus) actually paid or if no benefits are payable to the Executive under a separate severance agreement or an executive severance plan (acknowledged in writing by the two years preceding Executive to supersede the year provisions of this Section 9.4) as a result of such termination, then the Company shall pay or provide to the Executive:
(a) as soon as reasonably practicable after the Termination Date, all amounts and benefits provided for in which Section 3 and due to the Date of Executive through the Termination occurs (the “Average Annual Bonus”)Date; and
(Bb) Executive's Salary in effect at the sum time notice of termination is given until the second anniversary of the Termination Date, payable on a monthly basis or such other time increment as the Executive and the Company mutually agree; and
(xc) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore previously paid, plus an Annual Bonus for the fiscal year ending December 31, 2002 (ysuch Annual Bonus to be prorated for the period that Executive is employed by the Company in 2002) in an amount equal to 100% of Salary in effect at the product time notice of termination is given, and an Annual Bonus for the fiscal year ending December 31, 2003 (such Annual Bonus to be prorated for the period that Executive is employed by the Company in 2003) in an amount equal to 50% of Salary in effect at the time notice of termination is given; and
(d) 50% of all Stock Options that are not vested on the date of such termination shall be automatically vested. With respect to any termination of employment to which this Section 9.4 applies, until the earlier to occur of (1) the Average Annual Bonus multiplied by second anniversary of the Termination Date or (2) a fraction, the numerator of which is the number of days in the fiscal year in date on which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, to the extent not theretofore paid Executive receives from another employer (the sum of the amounts described including self-employment or engaging in clauses (xan enterprise as a sole proprietor or partner) and (y) shall be hereinafter referred to as the “Accrued Obligations”);
(ii) for 36 months following the Date of Termination, the Company shall continue to provide at its expense medical and dental benefits substantially comparable to those made available by the Executive, his spouse and eligible dependents on the same basis as such benefits are then currently provided Company to the Executive as of the time notice of termination is given (the “Medical Benefits”"Benefits Termination Date"); provided that such Medical 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 shall, if the Executive the Medical Benefits (with the same after tax effect) outside of such plans;
(iii) was participating in any Company stock options or other Company equity awards granted medical and dental insurance plans pursuant to Section 3.6 immediately prior to the effectiveness of his termination of employment and subject to any employee contribution applicable to the Executive after the Effective Date shall immediately vest prior to such effectiveness, continue to provide and be exercisable or payable pursuant to their terms; and
(iv) contribute to the extent not theretofore paid or provided, cost of the Executive's participation in such medical and dental insurance plans so long as the Executive is entitled to continue such participation under applicable law and plan terms. The obligations of the Company shall timely pay or provide to the Executive any under this Section 9.4 (other amounts or benefits required to than clause (a) of the first sentence of this Section 9.4) are conditioned upon the Executive's signing a release of claims in the form of Exhibit A (the "Release") within 28 days of the date on which notice of termination is given and upon such Release remaining in full force and effect thereafter. Except as otherwise provided, all severance payments under this Section 9.4 will be paid or provided or which in the Executive is eligible to receive under any planform of salary continuation, program, policy or practice or contract (including any bonus awarded, but not yet paid) or agreement payable in accordance with the normal payroll practices of the Company and its affiliated companies through will begin at the Date Company's next regular payroll period following the effective date of Termination (such other amounts and benefits the Release, but shall be hereinafter referred retroactive to as the “Other Benefits”)Termination Date; provided, that payments to the Executive under this Section 9.4 shall not be reduced by reason of any compensation payments Executive receives from employment subsequent to the Termination Date.
Appears in 1 contract
Other Than for Cause; Good Reason. If, during the Employment Period, If the Company shall terminate the Executive’s 's employment other than for Cause or Disability, pursuant to Section 8.4 or the Executive shall terminate the Executive's employment for Good Reasonpursuant to Section 8.5, then the Company shall pay to the Executive:
(a) his Salary through the Termination Date;
(b) on the earlier of (i) the date of the release of the audited financial statements of the Company shall, in lieu of any future amounts and benefits payable under Section 2(b), pay to for the Executive in a lump sum in cash within 30 Bonus Year during which such termination occurs or (ii) the date which is 120 days after the Date end of Termination:
such Bonus Year, an amount equal to the product of (A) the amount equal to the sum of (x) three times the Executive’s Annual Base Salary plus (y) three times the average Annual Bonus (or, with respect to calendar years prior to 2002, the year end bonus) actually paid or payable to that the Executive in the two years preceding the year in which the Date of Termination occurs (the “Average Annual Bonus”); and
would otherwise have earned for such Bonus Year if such termination had not occurred MULTIPLIED BY (B) the sum of (x) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, plus (y) the product of (1) the Average Annual Bonus multiplied by (2) a fraction, the numerator of which is the number of days in from the fiscal year in which beginning of such Bonus Year until the Termination Date of Termination occurs through the Date of Termination and the denominator of which is 365; and
(c) until the first anniversary of the Termination Date, severance at a rate equal to 100% of his Salary in effect at the time notice of termination is given, such severance to be paid on a monthly basis (or such other increment as the Company and the Executive mutually agree) for a period of 12 months after the termination of the Executive's employment[; PROVIDED, HOWEVER, that notwithstanding the foregoing, if within one year from the Termination Date the Executive commences other employment, the amount of severance payable to the extent not theretofore paid (the sum of the amounts described in clauses (x) and (y) Executive shall be hereinafter referred equal to as the “Accrued Obligations”);
difference between (i) 100% of his Salary in effect at the time notice of termination is given and (ii) for 36 months following 100% of the annual salary to be received by the Executive upon commencement of other employment]. With respect to any termination of employment to which this Section 9.4 applies, until the earlier to occur of (1) the first anniversary of the Termination Date of Terminationand (2) the date on which the Executive commences other employment in connection with which the Executive receives medical and dental benefits substantially comparable to those made available by the Company (including self-employment or engaging in an enterprise as a sole proprietor or partner) (the "BENEFITS TERMINATION DATE"), the Company shall continue to provide at its expense contribute to the cost of the Executive's participation in such medical and dental benefits insurance plans so long as the Executive is entitled to continue such participation under applicable law and plan terms. The obligations of the Executive, his spouse and eligible dependents on the same basis as such benefits are then currently provided Company to the Executive under this Section 9.4 (other than clause (a) of the first sentence of this Section 9.4) are conditioned upon the Executive's signing a release of claims in the form of Exhibit C (the “Medical Benefits”); provided that "RELEASE") within 28 days of the date on which notice of termination is given and upon such Medical Benefits shall Release remaining in full force and effect thereafter. All severance payments under this Section 9.4 will be secondary to any other coverage obtained by in the Executive; providedform of salary continuation, however, that if the Company’s welfare plans do not permit such coverage, the Company will provide the Executive the Medical Benefits (payable in accordance with the same after tax effect) outside of such plans;
(iii) any Company stock options or other Company equity awards granted to the Executive after the Effective Date shall immediately vest and be exercisable or payable pursuant to their terms; and
(iv) 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 contract (including any bonus awarded, but not yet paid) or agreement normal payroll practices of the Company and its affiliated companies through will begin at the Date Company's next regular payroll period following the effective date of Termination (such other amounts and benefits the Release, but shall be hereinafter referred retroactive to as the “Other Benefits”)Termination Date.
Appears in 1 contract
Other Than for Cause; Good Reason. If, during the Employment Period, If the Company shall terminate the Executive’s 's employment other than for hereunder without Cause or Disability, pursuant to Section 8.4 or the Executive shall terminate his employment hereunder for Good ReasonReason pursuant to Section 8.5, then (a) the Company shall pay to the Executive:
(1) as soon as reasonably practicable after the Termination Date, his Salary through the Termination Date;
(2) as soon as reasonably practicable following the last day of the month in which the Termination Date occurs, his Annual Bonus as described in Section 3.2; subject to the following sentence. For purposes of computing the percentage of Targeted EBITDA which has been achieved pursuant to Exhibit A (the "Applicable Percentage"), the Company shall compare (i) the Company shall, in lieu actual EBITDA achieved from the beginning of any future amounts and benefits payable under Section 2(b), pay to the Executive in a lump sum in cash within 30 days after the Date of Termination:
(A) the amount equal to the sum of (x) three times the Executive’s Annual Base Salary plus (y) three times the average Annual Bonus (or, with respect to calendar years prior to 2002, the year end bonus) actually paid or payable to the Executive in the two years preceding the year in which the Date of Termination occurs (the “Average Annual Bonus”); and
(B) the sum of (x) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, plus (y) the product of (1) the Average Annual Bonus multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Termination Date of Termination occurs through the last day of the month in which the Termination Date occurs to (ii) the budgeted EBITDA from the beginning of the fiscal year in which the Termination and Date occurs through the denominator last day of the month in which is 365, the Termination Date occurs. The amount of the Annual Bonus payable to the extent not theretofore paid (the sum of the amounts described in clauses Executive under this Section 9.4(2) shall be equal to (x) and the applicable percentage of Salary set forth opposite the Applicable Percentage on Exhibit A, multiplied by (y) shall the Executive's Salary paid or payable from the beginning of the fiscal year in which the Termination Date occurs through the Termination Date; and
(3) until the second anniversary of the Termination Date, severance at a rate equal to 100% of his Salary in effect at the time notice of termination is given, such severance to be hereinafter referred to paid on a monthly basis or such other time increment as the “Accrued Obligations”);Executive and the Company mutually agree; and
(ii1) for 36 months following Holdings shall have the Date right to repurchase the Executive's vested and unvested shares of Terminationthe Class B Common Stock of Holdings pursuant to the terms of the Restricted Stock Agreement, and (2) Holdings shall have the right to repurchase, and the Executive shall have the right to require Holdings to repurchase, the Company shall continue Executive's shares of the Class A Common Stock of Holdings, in each case pursuant to provide at its expense the terms of the Securityholders' Agreement. With respect to any termination of employment to which this Section 9.4 applies, until the earlier to occur of (1) the second anniversary of the Termination Date or (2) the date on which the Executive commences other employment in connection with which the Executive receives medical and dental benefits substantially comparable to those made available by the Company (including self-employment or engaging in an enterprise as a sole proprietor or partner) (the "Benefits Termination Date"), the Company shall, if the Executive was participating in any Company medical and dental insurance plans pursuant to Section 3.5 immediately prior to the Executive, effectiveness of his spouse termination of employment and eligible dependents on the same basis as such benefits are then currently provided subject to any employee contribution applicable to the Executive (immediately prior to such effectiveness, continue to contribute to the “Medical Benefits”); provided that such Medical Benefits shall be secondary to any other coverage obtained by cost of the Executive; provided, however, that if 's participation in such medical and dental insurance plans so long as the Company’s welfare plans do not permit Executive is entitled to continue such coverage, participation under applicable law and plan terms. The obligations of the Company will provide the Executive the Medical Benefits (with the same after tax effect) outside of such plans;
(iii) any Company stock options or other Company equity awards granted to the Executive after under this Section 9.4 (other than clause (a) of the Effective Date shall immediately vest first sentence of this Section 9.4) are conditioned upon the Executive's signing a release of claims in the form of Exhibit B (the "Release") within twenty eight (28) days of the date on which notice of termination is given and upon such Release remaining in full force and effect thereafter. All severance payments under this Section 9.4 will be exercisable or in the form of salary continuation, payable pursuant to their terms; and
(iv) to in accordance with 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 contract (including any bonus awarded, but not yet paid) or agreement normal payroll practices of the Company and its affiliated companies through will begin at the Date Company's next regular payroll period following the effective date of Termination (such other amounts and benefits the Release, but shall be hereinafter referred retroactive to as the “Other Benefits”)Termination Date.
Appears in 1 contract
Other Than for Cause; Good Reason. If, during the Employment Period, If the Company shall terminate the --------------------------------- Executive’s 's employment other than for Cause or Disability, pursuant to Section 8.4 or the Executive shall terminate employment for Good Reason:
(i) the Company shall, in lieu of any future amounts and benefits payable under Section 2(b), pay to the Executive in a lump sum in cash within 30 days after the Date of Termination:
(A) the amount equal to the sum of (x) three times the Executive’s Annual Base Salary plus (y) three times the average Annual Bonus (or's employment pursuant to Section 8.5, with respect to calendar years prior to 2002and, the year end bonus) actually paid or if no benefits are payable to the Executive under a separate severance agreement or an executive severance plan (acknowledged in writing by the two years preceding Executive to supersede the year provisions of this Section 9.4) as a result of such termination, then the Company shall pay or provide to the Executive:
(a) as soon as reasonably practicable after the Termination Date, all amounts and benefits provided for in which Section 3 and due to the Date of Executive through the Termination occurs (the “Average Annual Bonus”)Date; and
(Bb) Executive's Salary in effect at the sum time notice of termination is given until the second anniversary of the Termination Date, payable on a monthly basis or such other time increment as the Executive and the Company mutually agree, and
(xc) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore previously paid, plus an Annual Bonus for the fiscal year ending December 31, 2000 (ysuch Annual Bonus to be prorated for the period that Executive is employed by the Company in 2000) in an amount equal to 100% of Salary in effect at the product time notice of termination is given, and an Annual Bonus for the fiscal year ending December 31, 2001 in an amount equal to 75% of Salary in effect at the time notice of termination is given. With respect to any termination of employment to which this Section 9.4 applies, until the earlier to occur of (1) the Average Annual Bonus multiplied by second anniversary of the Termination Date or (2) a fraction, the numerator of which is the number of days in the fiscal year in date on which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, to the extent not theretofore paid Executive receives from another employer (the sum of the amounts described including self-employment or engaging in clauses (xan enterprise as a sole proprietor or partner) and (y) shall be hereinafter referred to as the “Accrued Obligations”);
(ii) for 36 months following the Date of Termination, the Company shall continue to provide at its expense medical and dental benefits substantially comparable to those made available by the Executive, his spouse and eligible dependents on the same basis as such benefits are then currently provided Company to the Executive as of the time notice of termination is given (and without regard to any diminution of such medical and dental benefits made by the Company in anticipation of such notice of termination) (the “Medical Benefits”"Benefits -------- Termination Date"); provided that such Medical 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 shall, if the Executive was participating in any ---------------- Company medical and dental insurance plans pursuant to Section 3.6 immediately prior to the Medical Benefits (with the same after tax effect) outside effectiveness of such plans;
(iii) his termination of employment and subject to any Company stock options or other Company equity awards granted employee contribution applicable to the Executive after the Effective Date shall immediately vest prior to such effectiveness, continue to provide and be exercisable or payable pursuant to their terms; and
(iv) contribute to the extent not theretofore paid or provided, cost of the Executive's participation in such medical and dental insurance plans so long as the Executive is entitled to continue such participation under applicable law and plan terms. The obligations of the Company shall timely pay or provide to the Executive any under this Section 9.4 (other amounts or benefits required to than clause (a) of the first sentence of this Section 9.4) are conditioned upon the Executive's signing a release of claims in the form of Exhibit A (the "Release") within 28 days of the date on which notice of ------- termination is given and upon such Release remaining in full force and effect thereafter. Except as otherwise provided, all severance payments under this Section 9.4 will be paid or provided or which in the Executive is eligible to receive under any planform of salary continuation, program, policy or practice or contract (including any bonus awarded, but not yet paid) or agreement payable in accordance with the normal payroll practices of the Company and its affiliated companies through will begin at the Date Company's next regular payroll period following the effective date of Termination (such other amounts and benefits the Release, but shall be hereinafter referred retroactive to as the “Other Benefits”)Termination Date; provided, that payments to the -------- Executive under this Section 9.4 shall not be reduced by reason of any compensation payments Executive receives from employment subsequent to the Termination Date.
Appears in 1 contract
Other Than for Cause; Good Reason. If, during the Employment Period, If the Company shall terminate the Executive’s 's employment other than for hereunder without Cause or Disability, pursuant to Section 8.4 or the Executive shall terminate her employment hereunder for Good ReasonReason pursuant to Section 8.5, then (a) the Company shall pay to the Executive:
(1) as soon as reasonably practicable after the Termination Date, her Salary through the Termination Date;
(2) as soon as reasonably practicable following the last day of the month in which the Termination Date occurs, her Annual Bonus as described in Section 3.2, subject to the following sentence. For purposes of computing the percentage of Targeted EBITDA which has been achieved pursuant to Exhibit A (the "Applicable Percentage"), the Company shall compare (i) the Company shall, in lieu actual EBITDA achieved from the beginning of any future amounts and benefits payable under Section 2(b), pay to the Executive in a lump sum in cash within 30 days after the Date of Termination:
(A) the amount equal to the sum of (x) three times the Executive’s Annual Base Salary plus (y) three times the average Annual Bonus (or, with respect to calendar years prior to 2002, the year end bonus) actually paid or payable to the Executive in the two years preceding the year in which the Date of Termination occurs (the “Average Annual Bonus”); and
(B) the sum of (x) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, plus (y) the product of (1) the Average Annual Bonus multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Termination Date of Termination occurs through the last day of the month in which the Termination Date occurs to (ii) the budgeted EBITDA from the beginning of the fiscal year in which the Termination and Date occurs through the denominator last day of the month in which is 365, the Termination Date occurs. The amount of the Annual Bonus payable to the extent not theretofore paid (the sum of the amounts described in clauses Executive under this Section 9.4(2) shall be equal to (x) and the applicable percentage of Salary set forth opposite the Applicable Percentage on Exhibit A, multiplied by (y) shall the Executive's Salary paid or payable from the beginning of the fiscal year in which the Termination Date occurs through the Termination Date; and
(3) until the second anniversary of the Termination Date, severance at a rate equal to 100% of her Salary in effect at the time notice of termination is given, such severance to be hereinafter referred to paid on a monthly basis or such other time increment as the “Accrued Obligations”);Executive and the Company mutually agree; and
(ii1) for 36 months following Holdings shall have the Date right to repurchase the Executive's vested and unvested shares of Terminationthe Class B Common Stock of Holdings pursuant to the terms of the Restricted Stock Agreement, and (2) Holdings shall have the right to repurchase, and the Executive shall have the right to require Holdings to repurchase, the Company shall continue Executive's shares of the Class A Common Stock of Holdings, in each case pursuant to provide at its expense the terms of the Securityholders' Agreement. With respect to any termination of employment to which this Section 9.4 applies, until the earlier to occur of (1) the second anniversary of the Termination Date or (2) the date on which the Executive commences other employment in connection with which the Executive receives medical and dental benefits substantially comparable to those made available by the Company (including self-employment or engaging in an enterprise as a sole proprietor or partner) (the "Benefits Termination Date"), the Company shall, if the Executive was participating in any Company medical and dental insurance plans pursuant to Section 3.5 immediately prior to the Executive, his spouse effectiveness of her termination of employment and eligible dependents on the same basis as such benefits are then currently provided subject to any employee contribution applicable to the Executive (immediately prior to such effectiveness, continue to contribute to the “Medical Benefits”); provided that such Medical Benefits shall be secondary to any other coverage obtained by cost of the Executive; provided, however, that if 's participation in such medical and dental insurance plans so long as the Company’s welfare plans do not permit Executive is entitled to continue such coverage, participation under applicable law and plan terms. The obligations of the Company will provide the Executive the Medical Benefits (with the same after tax effect) outside of such plans;
(iii) any Company stock options or other Company equity awards granted to the Executive after under this Section 9.4 (other than clause (a) of the Effective Date shall immediately vest first sentence of this Section 9.4) are conditioned upon the Executive's signing a release of claims in the form of Exhibit B (the "Release") within twenty eight (28) days of the date on which notice of termination is given and upon such Release remaining in full force and effect thereafter. All severance payments under this Section 9.4 will be exercisable or in the form of salary continuation, payable pursuant to their terms; and
(iv) to in accordance with 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 contract (including any bonus awarded, but not yet paid) or agreement normal payroll practices of the Company and its affiliated companies through will begin at the Date Company's next regular payroll period following the effective date of Termination (such other amounts and benefits the Release, but shall be hereinafter referred retroactive to as the “Other Benefits”)Termination Date.
Appears in 1 contract
Other Than for Cause; Good Reason. If, during the Employment Period, If the Company shall terminate the Executive’s 's employment other than for Cause or Disability, pursuant to Section 8.4 or the Executive shall terminate the Executive's employment for Good Reasonpursuant to Section 8.5, then the Company shall pay to the Executive:
(a) his Salary through the Termination Date;
(b) on the earlier of (i) the date of the release of the audited financial statements of the Company shall, in lieu of any future amounts and benefits payable under Section 2(b), pay to for the Executive in a lump sum in cash within 30 Bonus Year during which such termination occurs or (ii) the date which is 120 days after the Date end of Termination:
such Bonus Year, an amount equal to the product of (A) the amount equal to the sum of (x) three times the Executive’s Annual Base Salary plus (y) three times the average Annual Bonus (or, with respect to calendar years prior to 2002, the year end bonus) actually paid or payable to that the Executive in the two years preceding the year in which the Date of Termination occurs (the “Average Annual Bonus”); and
would otherwise have earned for such Bonus Year if such termination had not occurred MULTIPLIED BY (B) the sum of (x) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, plus (y) the product of (1) the Average Annual Bonus multiplied by (2) a fraction, the numerator of which is the number of days in from the fiscal year in which beginning of such Bonus Year until the Termination Date of Termination occurs through the Date of Termination and the denominator of which is 365; and
(c) until the first anniversary of the Termination Date, severance at a rate equal to 100% of his Salary in effect at the extent not theretofore time notice of termination is given, such severance to be paid on a monthly basis (or such other increment as the Company and the Executive mutually agree) for a period of 12 months after the termination of the Executive's employment. With respect to any termination of employment to which this Section 9.4 applies, until the earlier to occur of (1) the first anniversary of the Termination Date and (2) the date on which the Executive commences other employment in connection with which the Executive receives medical and dental benefits substantially comparable to those made available by the Company (including self-employment or engaging in an enterprise as a sole proprietor or partner) (the sum of the amounts described in clauses (x) and (y) shall be hereinafter referred to as the “Accrued Obligations”"BENEFITS TERMINATION DATE");
(ii) for 36 months following the Date of Termination, the Company shall continue to provide at contribute to the cost of the Executive's participation in its expense medical and dental benefits to the Executive, his spouse and eligible dependents on insurance plans at the same basis level so long as the Executive is entitled to continue such benefits are then currently provided participation under applicable law and plan terms. The obligations of the Company to the Executive under this Section 9.4 (other than clause (a) of the first sentence of this Section 9.4) are conditioned upon the Executive's signing a release of claims in the form of Exhibit C (the “Medical Benefits”); provided that "RELEASE") within 28 days of the date on which notice of termination is given and upon such Medical Benefits shall Release remaining in full force and effect thereafter. All severance payments under this Section 9.4 will be secondary to any other coverage obtained by in the Executive; providedform of salary continuation, however, that if the Company’s welfare plans do not permit such coverage, the Company will provide the Executive the Medical Benefits (payable in accordance with the same after tax effect) outside of such plans;
(iii) any Company stock options or other Company equity awards granted to the Executive after the Effective Date shall immediately vest and be exercisable or payable pursuant to their terms; and
(iv) 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 contract (including any bonus awarded, but not yet paid) or agreement normal payroll practices of the Company and its affiliated companies through will begin at the Date Company's next regular payroll period following the effective date of Termination (such other amounts and benefits the Release, but shall be hereinafter referred retroactive to as the “Other Benefits”)Termination Date.
Appears in 1 contract
Other Than for Cause; Good Reason. If, during the Employment Period, (a) If the Company shall terminate the Executive’s employment other than for hereunder without Cause or Disability, pursuant to Section 6.4 or the Executive shall terminate his employment hereunder for Good ReasonReason pursuant to Section 6.5, then:
(i1) the Company shall, in lieu of any future amounts and benefits payable under Section 2(b), shall pay to the Executive in a lump sum in cash within 30 days after the Date of TerminationExecutive:
(A) as soon as reasonably practicable after the amount equal to Termination Date, his Salary through the sum of (x) three times the Executive’s Annual Base Salary plus (y) three times the average Annual Bonus (or, with respect to calendar years prior to 2002, the year end bonus) actually paid or payable to the Executive in the two years preceding the year in which the Date of Termination occurs (the “Average Annual Bonus”); andDate;
(B) as soon as reasonably practicable following the sum last day of the month in which the Termination Date occurs, his Annual Bonus as described in Section 3.2, subject to the following sentence. For purposes of computing the percentage of Targeted EBITDA which has been achieved pursuant to Exhibit A (xthe “Applicable Percentage”), the Company shall compare (i) the Executive’s Annual Base Salary through actual EBITDA achieved from the Date beginning of Termination to the extent not theretofore paid, plus (y) the product of (1) the Average Annual Bonus multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Termination Date of Termination occurs through the last day of the month in which the Termination Date occurs to (ii) the budgeted EBITDA from the beginning of the fiscal year in which the Termination and Date occurs through the denominator last day of the month in which is 365, the Termination Date occurs. The amount of the Annual Bonus payable to the extent not theretofore paid (the sum of the amounts described in clauses Executive under this Section 7.4(a)(1)(B) shall be equal to (x) and the applicable percentage of Salary set forth opposite the Applicable Percentage on Exhibit A, multiplied by (y) shall be hereinafter referred to as the “Accrued Obligations”);
(ii) for 36 months following the Date of Termination, the Company shall continue to provide at its expense medical and dental benefits to the Executive, his spouse and eligible dependents on the same basis as such benefits are then currently provided to the Executive (the “Medical Benefits”); provided that such Medical 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 Medical Benefits (with the same after tax effect) outside of such plans;
(iii) any Company stock options or other Company equity awards granted to the Executive after the Effective Date shall immediately vest and be exercisable 's Salary paid or payable pursuant to their termsfrom the beginning of the fiscal year in which the Termination Date occurs through the Termination Date; and
(ivC) for a period of eighteen (18) months after the Termination Date, severance at a rate equal to 100% of his Salary in effect at the extent not theretofore paid time notice of termination is given;
(2) until the earlier to occur of (A) the passage of eighteen (18) months after the Termination Date or provided, (B) the Company shall timely pay or provide to date on which the Executive any commences other amounts or benefits required to be paid or provided or employment in connection with which the Executive is eligible to receive under any plan, program, policy or practice or contract medical and dental benefits (including self-employment or engaging in an enterprise as a sole proprietor or partner) (the “Benefits Termination Date”), if the Executive was participating in any bonus awardedCompany medical, but not yet paidvision and dental plans pursuant to Section 3.6 and subject to any employee contribution applicable to Executive as of the Termination Date, the Company shall contribute to the premium cost of Executive’s coverage and that of Executive’s qualified dependents under its medical, vision, and dental plans at the same rate that it contributes to the premium cost for its active executives and their qualified dependents.
(b) or agreement The obligations of the Company to the Executive under this Section 7.4 (other than Section 7.4(a)(1)(A)) are conditioned upon the Executive’s signing a release of claims in the form of Exhibit B (the “Release”) within twenty-eight (28) days of the date on which notice of termination is given and upon such Release remaining in full force and effect thereafter. All severance payments under this Section 7.4 will be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company and its affiliated companies through will begin at the Date Company’s next regular payroll period following the effective date of Termination (such other amounts and benefits the Release, but shall be hereinafter referred retroactive to as the “Other Benefits”)Termination Date.
Appears in 1 contract
Samples: Employment Agreement (Simmons Co)
Other Than for Cause; Good Reason. If, during the Employment Period, If the Company shall terminate the Executive’s 's employment other than for Cause or Disability, pursuant to Section 8.4 or the Executive shall terminate the Executive's employment for Good Reasonpursuant to Section 8.5, then the Company shall pay to the Executive:
(a) his earned but unpaid Salary through the Termination Date;
(b) the fringe benefits described in Sections 3.4, 3.5, 3.7, 3.8, 3.9 and 3.10 which are accrued but unpaid through the Termination Date;
(c) on the earlier of (i) the date of the release of the audited financial statements of the Company shall, in lieu of any future amounts and benefits payable under Section 2(b), pay to for the Executive in a lump sum in cash within 30 Bonus Year during which such termination occurs or (ii) the date which is 120 days after the Date end of Termination:
such Bonus Year, an amount equal to the product of (A) the amount equal to the sum of (x) three times the Executive’s Annual Base Salary plus (y) three times the average Annual Bonus (or, with respect to calendar years prior to 2002, the year end bonus) actually paid or payable to that the Executive in the two years preceding the year in which the Date of Termination occurs (the “Average Annual Bonus”); and
would otherwise have earned for such Bonus Year if such termination had not occurred MULTIPLIED BY (B) the sum of (x) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, plus (y) the product of (1) the Average Annual Bonus multiplied by (2) a fraction, the numerator of which is the number of days in from the fiscal year in which beginning of such Bonus Year until the Date date of Termination occurs through the Date of Termination such termination and the denominator of which is 365; and
(d) until the second anniversary of the Termination Date, severance at a rate equal to 100% of his Salary in effect at the time notice of termination is given, such severance to be paid on a monthly basis (or such other increment as the Company and the Executive mutually agree) for a period of 24 months after the termination of the Executive's employment; PROVIDED, HOWEVER, that if after the first anniversary of the Termination Date the Executive commences other employment, the Executive shall be entitled to severance at a rate equal to the extent not theretofore paid difference between (i) 100% of his Salary in effect at the sum time notice of the amounts described in clauses (x) termination is given and (y) shall be hereinafter referred to as the “Accrued Obligations”);
(ii) for 36 months following 100% of the annual salary to be received by the Executive upon commencement of other employment and PROVIDED, FURTHER, that the Executive may elect by written notice to the Company after the first anniversary of the Termination Date not to receive severance pursuant to this Section 9.4(d). With respect to any termination of Terminationemployment to which this Section 9.4 applies, until the earlier to occur of (1) the second anniversary of the Termination Date, (2) the date on which the Executive commences other employment in connection with which the Executive receives medical and dental benefits substantially comparable to those made available by the Company (including self- employment or engaging in an enterprise as a sole proprietor or partner) or (3) the date the Executive elects pursuant to Section 9.4(d) not to receive severance under such section (the "BENEFITS TERMINATION DATE"), the Company shall continue to provide at its expense contribute to the cost of the Executive's participation in such medical and dental benefits insurance plans so long as the Executive is entitled to continue such participation under applicable law and plan terms. The obligations of the Executive, his spouse and eligible dependents on the same basis as such benefits are then currently provided Company to the Executive under this Section 9.4 (other than clause (a) of the first sentence of this Section 9.4) are conditioned upon the Executive's signing a release of claims in the form of Exhibit D (the “Medical Benefits”); provided that "RELEASE") within 28 days of the date on which notice of termination is given and upon such Medical Benefits shall Release remaining in full force and effect thereafter. All severance payments under this Section 9.4 will be secondary to any other coverage obtained by in the Executive; providedform of salary continuation, however, that if the Company’s welfare plans do not permit such coverage, the Company will provide the Executive the Medical Benefits (payable in accordance with the same after tax effect) outside of such plans;
(iii) any Company stock options or other Company equity awards granted to the Executive after the Effective Date shall immediately vest and be exercisable or payable pursuant to their terms; and
(iv) 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 contract (including any bonus awarded, but not yet paid) or agreement normal payroll practices of the Company and its affiliated companies through will begin at the Date Company's next regular payroll period following the effective date of Termination (such other amounts and benefits the Release, but shall be hereinafter referred retroactive to as the “Other Benefits”)Termination Date.
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