Payment of Severance Benefits. In the event Executive’s employment is terminated without cause under this Section 4(e), and provided that Executive has executed a general release in a form and substance satisfactory to the Corporation, the Corporation also shall provide to Executive as severance: (A) the payment of an amount equal to one and one-half (1 1/2) times Executive’s Base Salary and target Bonus for the year in which such termination of employment occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of eighteen (18) months (“Salary Continuation”), provided that, in the event of Executive’s death subsequent to the commencement of payments pursuant to this sub-paragraph 4(e)(ii)(A), the balance of the Salary Continuation amount will be paid to Executive’s estate, or other designated beneficiary(ies) as shown in the records of the Corporation; (B) the payment to Executive, at the end of the fiscal year in which Executive’s termination of employment occurs, of a pro rata portion of Executive’s target Bonus for the year in which Executive’s termination occurs, prorated for Executive’s actual employment period during such year and adjusted for performance; (C) continuation of Executive’s participation in the Corporation’s health and welfare benefits (other than disability benefits) until the earlier of (x) eighteen (18) months following Executive’s termination or (y) such time as Executive is covered by comparable programs of a subsequent employer; (D) continuation of Executive’s participation in any executive perquisites applicable to Executive until the earlier of (x) eighteen (18) months following Executive’s termination or (y) such time as Executive is covered by comparable perquisites of a subsequent employer; (E) Executive shall vest in any stock or stock option grants awarded to Executive pursuant to the Del Monte Foods Company 2002 Stock Incentive Plan, or any successor plan, on a pro-rated basis as of Executive’s termination date; provided, however, Executive shall not be entitled to take ownership or otherwise receive settlement of such pro-rated stock award(s) until the end of the performance period associated with that stock award; provided, further, that, Executive shall not be entitled to exercise, take ownership or otherwise receive settlement of such pro-rated stock option award(s) until the scheduled vest date associated with that tranche of the stock option award(s); provided, further, that, upon vesting of Executive’s pro-rated stock option award(s), Executive shall have ninety (90) days from that vesting date to exercise such stock options. The value of any pro-rated stock option award shall be based on the exercise price and the fair market value at the time of exercise; and (F) the provision of not less than eighteen (18) months of executive-level outplacement services at the Corporation’s expense; provided, however, the expense for such services in any calendar year shall not exceed eighteen percent (18%) of the amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs. All of the foregoing payments and benefits in this Paragraph 4(e) shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. Except as expressly provided in this Section 4(e), the Corporation shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination date.
Appears in 5 contracts
Samples: Employment Agreement (Del Monte Corp), Employment Agreement (Del Monte Foods Co), Employment Agreement (Del Monte Foods Co)
Payment of Severance Benefits. In the event Executive’s employment is terminated without cause under this Section 4(e), and provided that Executive has executed a general release in a form and substance satisfactory to the CorporationRelease, the Corporation also shall provide to Executive as severance:
(A) the payment of an amount equal to one and one-half (1 1/2) times Executive’s Base Salary and target Bonus for the year in which such termination of employment occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of eighteen (18) months (“Salary Continuation”), provided that, in the event of Executive’s death subsequent to the commencement of payments pursuant to this sub-paragraph 4(e)(ii)(A), the balance of the Salary Continuation amount will be paid to Executive’s estate, or other designated beneficiary(ies) as shown in the records of the Corporation;
(B) the payment to Executive, at the end of the fiscal year in which Executive’s termination of employment occurs, of a pro rata portion of Executive’s target Bonus for the year in which Executive’s termination occurs, prorated for Executive’s actual employment period during such year and adjusted for performance;
(C) continuation a lump-sum payment, on an after-tax basis, equivalent to the cost of COBRA premiums for Executive’s participation in the Corporation’s health and welfare benefits (other than disability benefits) until the earlier of (x) benefit plans for eighteen (18) months following Executive’s termination or of employment. An amount equal to the sum of all Executive contributions for such health and welfare benefits (ybased on the active employee rates in effect immediately prior to termination) such time as for 18 months will be deducted from the foregoing lump sum payment. In the event Executive is covered by comparable the health and welfare benefit plans or programs of a subsequent employeremployer prior to the expiration of the 18-month period, the Corporation shall reimburse Executive for any health coverage contribution overpayment;
(D) continuation a lump-sum payment equivalent to one and one-half (1 1/2) times Executive’s annual allowance pursuant to any executive perquisites arrangements applicable to Executive, determined as of the date of Executive’s participation in any executive perquisites applicable to Executive until the earlier termination of (x) eighteen (18) months following Executive’s termination or (y) such time as Executive is covered by comparable perquisites of a subsequent employeremployment;
(E) Executive shall vest in any stock or stock option grants awarded equity incentive awards granted to Executive pursuant to under the Del Monte Foods Company 2002 Stock Incentive Plan, or any successor plan, on a pro-rated basis as of Executive’s termination date; provided, however, Executive shall not be entitled to take ownership or otherwise receive settlement Plan in accordance with the terms of such pro-rated stock award(s) until the end of the performance period associated with that stock award; provided, further, that, Executive shall not be entitled to exercise, take ownership or otherwise receive settlement of such pro-rated stock option award(s) until the scheduled vest date associated with that tranche of the stock option award(s); provided, further, that, upon vesting of Executive’s pro-rated stock option award(s), Executive shall have ninety (90) days from that vesting date to exercise such stock options. The value of any pro-rated stock option award shall be based on the exercise price Plan and the fair market value at the time of exerciseapplicable award agreement issued thereunder; and
(F) the provision of not less than eighteen (18) months of executive-level outplacement services at the Corporation’s expense; provided, however, the expense for such services in any calendar year shall not exceed eighteen percent (18%) of the amount equal to the sum of Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs. All of the foregoing payments and benefits in this Paragraph 4(e) shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. The payments set forth in Sections 4(e)(ii)(A) and 4(e)(ii)(D) above shall be payable in a lump sum within sixty (60) days following Executive’s terminate date, provided that, in the event such sixty- (60-) day period spans more than one calendar year, the payment shall be made in the second calendar year. Except as expressly provided in this Section 4(e), the Corporation shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination date.
Appears in 2 contracts
Samples: Employment Agreement (Del Monte Foods Co), Employment Agreement (Del Monte Foods Co)
Payment of Severance Benefits. In the event Executive’s employment is terminated without cause under this Section 4(e), and provided that Executive has executed a general release in a form and substance satisfactory to the Corporation, the Corporation also shall provide to Executive as severance:
(A) the payment of an amount equal to one and one-half two (1 1/22) times Executive’s Base Salary and target Bonus for the year in which such termination of employment occursoccurs (or, if greater, the amount of the Bonus for next preceding year of full-time employment), payable in equal installments on the Corporation’s regular pay schedule over a period of eighteen (18) months (“Salary Continuation”), provided that, in the event of Executive’s death subsequent to the commencement of payments pursuant to this sub-paragraph 4(e)(ii)(A), the balance of the Salary Continuation amount will be paid to Executive’s estate, or other designated beneficiary(ies) as shown in the records of the Corporation;
(B) the payment to Executive, at the end of the fiscal year in which Executive’s termination of employment occurs, of a pro rata portion of Executive’s target Bonus for the year in which Executive’s termination occurs, prorated for Executive’s actual employment period during such year and adjusted for performanceperformance and paid within thirty (30) days of Executive’s termination date;
(C) continuation of Executive’s participation in the Corporation’s health and welfare benefits (other than disability benefits) and retirement benefits until the earlier of thirty-six (x) eighteen (1836) months following Executive’s termination or (y) termination; provided that, if during such time as Executive is covered precluded from participating in a plan by comparable programs its terms or applicable law, or if the Corporation for any reason ceases to maintain such plan, the Corporation shall provide Executive with benefits which are no less favorable in the aggregate to those which Executive would have received under such plan had Executive been eligible to participate therein or had such plan continued to be maintained by the Corporation; provided further that, following the termination of any health coverage provided to Executive under this Section 4(e)(ii)(C), the Corporation shall use its best efforts to provide a subsequent employer;method for Executive to participate in the Corporation’s medical plans at Executive’s own expense until the respective dates that Executive and Executive’s spouse are eligible for Medicare benefits, so long as the Corporation’s medical plans remain self-insured and/or the Corporation’s medical insurer agrees to provide for Executive’s continued participation in the Corporation’s medical plans.
(D) continuation of Executive’s participation in any executive perquisites applicable to Executive until the earlier of twelve (x) eighteen (1812) months following Executive’s termination or (y) such time as Executive is covered by comparable perquisites of a subsequent employerdate;
(E) during the first six (6) months following Executive’s termination date, Executive will, at his option, be provided with an office and secretarial services during regular business hours at a location selected by Executive subject to the consent of the Corporation, which shall not be unreasonably withheld. Except as may be specifically approved by the Board, Executive will not be provided with the use of any other Corporation facility or services during this six (6)-month period or at any time thereafter;
(F) Executive shall vest in any stock or stock option grants awarded to Executive pursuant to the Del Monte Foods Company 2002 Stock Incentive Plan, or any successor plan, on a pro-rated basis as of Executive’s termination date; provided, however, Executive shall not be entitled to take ownership or otherwise receive settlement of such pro-rated stock award(s) until the end of the performance period associated with that stock award; provided, further, that, Executive shall not be entitled to exercise, take ownership or otherwise receive settlement of such pro-rated stock option award(s) until the scheduled vest date associated with that tranche of the stock option award(s); provided, further, that, upon vesting of Executive’s pro-rated stock option award(s), Executive shall have ninety (90) days from that vesting date to exercise such stock options. The value of any pro-rated stock option award shall be based on the exercise price and the fair market value at the time of exercise; and
(FG) the provision of not less than eighteen (18) months of executive-level outplacement services at the Corporation’s expense; provided, however, the expense for such services in any calendar year shall not exceed eighteen percent (18%) of the amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs. All of the foregoing payments and benefits in this Paragraph Section 4(e) shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. Except as expressly provided in this Section 4(e), the Corporation shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination date.
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Payment of Severance Benefits. In the event Executive’s employment is terminated without cause under this Section 4(e), and provided that Executive has executed a general release in a form and substance satisfactory to the Corporation, the Corporation also shall provide to Executive as severance:
(A) the payment of an amount equal to one and one-half (1 1/2½) times Executive’s Base Salary and target Bonus for the year in which such termination of employment occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of eighteen (18) months (“Salary Continuation”), provided that, in the event of Executive’s death subsequent to the commencement of payments pursuant to this sub-paragraph 4(e)(ii)(A), the balance of the Salary Continuation amount will be paid to Executive’s estate, or other designated beneficiary(ies) as shown in the records of the Corporation;
(B) the payment to Executive, at the end of the fiscal year in which Executive’s termination of employment occurs, of a pro rata portion of Executive’s target Bonus for the year in which Executive’s termination occurs, prorated for Executive’s actual employment period during such year and adjusted for performance;
(C) continuation of Executive’s participation in the Corporation’s health and welfare benefits (other than disability benefits) until the earlier of (x) eighteen (18) months following Executive’s termination or (y) such time as Executive is covered by comparable programs of a subsequent employer;
(D) continuation of Executive’s participation in any executive perquisites applicable to Executive until the earlier of (x) eighteen (18) months following Executive’s termination or (y) such time as Executive is covered by comparable perquisites of a subsequent employer;
(E) Executive shall vest in any stock or stock option grants awarded to Executive pursuant to the Del Monte Foods Company 2002 Stock Incentive Plan, or any successor plan, on a pro-rated basis as of Executive’s termination date; provided, however, Executive shall not be entitled to take ownership or otherwise receive settlement of such pro-rated stock award(s) until the end of the performance period associated with that stock award; provided, further, that, Executive shall not be entitled to exercise, take ownership or otherwise receive settlement of such pro-rated stock option award(s) until the scheduled vest date associated with that tranche of the stock option award(s); provided, further, that, upon vesting of Executive’s pro-rated stock option award(s), Executive shall have ninety (90) days from that vesting date to exercise such stock options. The value of any pro-rated stock option award shall be based on the exercise price and the fair market value at the time of exercise; and
(F) the provision of not less than eighteen (18) months of executive-level outplacement services at the Corporation’s expense; provided, however, the expense for such services in any calendar year shall not exceed eighteen percent (18%) of the amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs. All of the foregoing payments and benefits in this Paragraph 4(e) shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. Except as expressly provided in this Section 4(e), the Corporation shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination date.
Appears in 1 contract
Payment of Severance Benefits. In the event Executive’s employment is terminated without cause under this as described in Section 4(e4(e)(i), and provided that Executive has executed a general release in a form and substance satisfactory to the CorporationRelease, the Corporation Company also shall provide to Executive as severance:
(A) the payment of an amount equal to one and one-half (1 1/2) times Executive’s Base Salary and target Bonus for the year in which such termination of employment occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of eighteen (18) months (“Salary Continuation”), provided that, in the event of Executive’s death subsequent to the commencement of payments pursuant to this sub-paragraph 4(e)(ii)(A), the balance of the Salary Continuation amount will be paid to Executive’s estate, or other designated beneficiary(ies) as shown in the records of the Corporation;
(B) the payment to Executive, at following the end of the fiscal year in which Executive’s termination of employment occursoccurs and at the time bonuses are paid generally to participants under the AIP, of a pro rata portion of Executive’s target Bonus for the year in which Executive’s termination occurs, prorated for Executive’s actual employment period during such year and adjusted for performance;
(C) continuation a lump-sum payment, on an after-tax basis, equivalent to the cost of COBRA premiums for Executive’s participation in the CorporationCompany’s health and welfare benefits (other than disability benefits) until the earlier of (x) benefit plans for eighteen (18) months following Executive’s termination or of employment. An amount equal to the sum of all Executive contributions for such health and welfare benefits (ybased on the active employee rates in effect immediately prior to termination) such time as for 18 months will be deducted from the foregoing lump sum payment. In the event Executive is covered by comparable the health and welfare benefit plans or programs of a subsequent employeremployer prior to the expiration of the 18-month period, the Company shall reimburse Executive for any health coverage contribution overpayment;
(D) continuation of a lump-sum payment equivalent to one and one-half (1 1/2) times Executive’s participation in annual allowance pursuant to any executive perquisites arrangements applicable to Executive until Executive, determined as of the earlier of (x) eighteen (18) months following Executive’s termination or (y) such time as Executive is covered by comparable perquisites of a subsequent employer;
(E) Executive shall vest in any stock or stock option grants awarded to Executive pursuant to the Del Monte Foods Company 2002 Stock Incentive Plan, or any successor plan, on a pro-rated basis as date of Executive’s termination date; provided, however, Executive shall not be entitled to take ownership or otherwise receive settlement of such pro-rated stock award(s) until the end of the performance period associated with that stock award; provided, further, that, Executive shall not be entitled to exercise, take ownership or otherwise receive settlement of such pro-rated stock option award(s) until the scheduled vest date associated with that tranche of the stock option award(s); provided, further, that, upon vesting of Executive’s pro-rated stock option award(s), Executive shall have ninety (90) days from that vesting date to exercise such stock options. The value of any pro-rated stock option award shall be based on the exercise price and the fair market value at the time of exerciseemployment; and
(FE) the provision of not less than eighteen (18) months of executive-level outplacement services at the CorporationCompany’s expense; provided, however, in the expense for event Executive elects to utilize such services in any calendar year shall not exceed eighteen percent (18%) of the amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occursservices. All of the foregoing payments and benefits in this Paragraph 4(e) shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. The payments set forth in Sections 4(e)(ii)(A), 4(e)(ii)(C) and 4(e)(ii)(D) above shall be payable in a lump sum within sixty (60) days following Executive’s terminate date, provided that, in the event such sixty- (60-) day period spans more than one calendar year, the payment shall be made in the second calendar year. Except as expressly provided in this Section 4(e), the Corporation Company shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation Company to Executive under this Agreement or otherwise shall cease as of Executive’s termination date.
Appears in 1 contract
Payment of Severance Benefits. In the event Executive’s employment is terminated without cause under this Section 4(e), and provided that Executive has executed a general release in a form and substance satisfactory to the Corporation, the Corporation also shall provide to Executive as severance:
(A) the payment of an amount equal to one and one-half (1 1/2) times Executive’s Base Salary and target Bonus for the year in which such termination of employment occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of eighteen twelve (1812) months (“Salary Continuation”), provided that, in the event of Executive’s death subsequent to the commencement of payments pursuant to this sub-paragraph 4(e)(ii)(A), the balance of the Salary Continuation amount will be paid to Executive’s estate, or other designated beneficiary(ies) as shown in the records of the Corporation;
(B) the payment to Executive, at the end of the fiscal year in which Executive’s termination of employment occurs, of a pro rata portion of Executive’s target Bonus for the year in which Executive’s termination occurs, prorated for Executive’s actual employment period during such year and adjusted for performance;
(C) continuation of Executive’s participation in the Corporation’s health and welfare benefits (other than disability benefits) until the earlier of (x) eighteen twelve (1812) months following Executive’s termination or (y) such time as Executive is covered by comparable programs of a subsequent employer;
(D) continuation of Executive’s participation in any executive perquisites applicable to Executive until the earlier of (x) eighteen twelve (1812) months following Executive’s termination or (y) such time as Executive is covered by comparable perquisites of a subsequent employer;
(E) Executive shall vest in any stock or stock option grants awarded to Executive pursuant to the Del Monte Foods Company 2002 Stock Incentive Plan, or any successor plan, on a pro-rated basis as of Executive’s termination date; provided, however, Executive shall not be entitled to take ownership or otherwise receive settlement of such pro-rated stock award(s) until the end of the performance period associated with that stock award; provided, further, that, Executive shall not be entitled to exercise, take ownership or otherwise receive settlement of such pro-rated stock option award(s) until the scheduled vest date associated with that tranche of the stock option award(s); provided, further, that, upon vesting of Executive’s pro-rated stock option award(s), Executive shall have ninety (90) days from that vesting date to exercise such stock options. The value of any pro-rated stock option award shall be based on the exercise price and the fair market value at the time of exercise; and
(F) the provision of not less than eighteen (18) months of executive-level outplacement services at the Corporation’s expense; provided, however, the expense for such services in any calendar year shall not exceed eighteen percent (18%) of the amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs. All of the foregoing payments and benefits in this Paragraph 4(e) shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. Except as expressly provided in this Section 4(e), the Corporation shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination date.
Appears in 1 contract
Payment of Severance Benefits. In the event Executive’s employment is terminated without cause Cause under this Section 4(e), and provided that Executive has executed a general release in a form and substance satisfactory to the CorporationRelease, the Corporation also shall provide to Executive as severance:
(A) the a lump sum payment of in an amount equal to one and one-half two times the sum of (1 1/2i) times Executive’s then Base Salary and target (ii) Executive’s Target Bonus for the year in which such termination of employment occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of eighteen (18) months (“Salary Continuation”), provided that, in the event of Executive’s death subsequent to the commencement of payments pursuant to this sub-paragraph 4(e)(ii)(A), the balance of the Salary Continuation amount will be paid to Executive’s estate, or other designated beneficiary(ies) as shown in the records of the Corporation;
(B) the payment to Executive, at Pro-Rata Bonus and the end of the fiscal year in which ExecutivePrior Year’s termination of employment occurs, of a pro rata portion of Executive’s target Bonus for the year in which Executive’s termination occurs, prorated for Executive’s actual employment period during such year and adjusted for performanceBonus;
(C) continuation a lump-sum payment, on an after-tax basis, equivalent to the cost of COBRA premiums for Executive’s participation in the Corporation’s health and welfare benefits (other than disability benefits) until the earlier of (x) benefit plans for eighteen (18) months following Executive’s termination or of employment. An amount equal to the sum of all Executive contributions for such health and welfare benefits (ybased on the active employee rates in effect immediately prior to termination) such time as for 18 months will be deducted from the foregoing lump sum payment. In the event Executive is covered by comparable the health and welfare benefit plans or programs of a subsequent employeremployer prior to the expiration of the 18-month period, the Corporation shall reimburse Executive for any health coverage contribution overpayment;
(D) continuation a lump-sum payment equivalent to two times Executive’s annual allowance pursuant to any executive perquisites arrangements applicable to Executive, determined as of the date of Executive’s participation in any executive perquisites applicable to Executive until the earlier termination of (x) eighteen (18) months following Executive’s termination or (y) such time as Executive is covered by comparable perquisites of a subsequent employeremployment;
(E) Executive shall vest in any stock or stock option grants awarded equity incentive awards granted to Executive pursuant to under the Del Monte Foods Company 2002 Stock Incentive Plan, or any successor plan, on a pro-rated basis as of Executive’s termination date; provided, however, Executive shall not be entitled to take ownership or otherwise receive settlement Plan in accordance with the terms of such pro-rated stock award(s) until the end of the performance period associated with that stock award; provided, further, that, Executive shall not be entitled to exercise, take ownership or otherwise receive settlement of such pro-rated stock option award(s) until the scheduled vest date associated with that tranche of the stock option award(s); provided, further, that, upon vesting of Executive’s pro-rated stock option award(s), Executive shall have ninety (90) days from that vesting date to exercise such stock options. The value of any pro-rated stock option award shall be based on the exercise price Stock Incentive Plan and the fair market value at the time of exerciseapplicable award agreement issued thereunder; and
(F) the provision of not less than eighteen (18) months of executive-level outplacement services at the Corporation’s expense; provided, however, the expense for such services in any calendar year shall not exceed eighteen percent (18%) of the amount equal to the sum of Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs. All of the foregoing payments and benefits in this Paragraph 4(e) shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. Except as expressly for the benefits and payments provided in this Section 4(eAgreement, Executive is not entitled to any payments or benefits under any severance plan, policy or program. The payments set forth in Sections 4(e)(ii)(A), 4(e)(ii)(C) and 4(e)(ii)(D) above shall be payable in a lump sum on the Corporation shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of sixtieth (60th) day following Executive’s termination date.
Appears in 1 contract
