Payments/Benefits. In no event will the Company involuntarily terminate the Executive’s employment for any reason other than death, disability or Cause for a period of one (1) year after the occurrence of a Change in Control event. In the event of: (i) an involuntary termination of Executive's employment by the Company for any reason other than Cause, death, or Disability, or (ii) Executive's resignation for Good Reason, Executive shall be entitled to the following benefits:
(i) 2.5 times the sum of Annual Base Salary and Target Bonus, paid in a single lump sum cash payment on or before the sixtieth (60th) day following Executive's Termination Date. Annual Base Salary shall mean: Executive's Annual Base Salary immediately prior to Executive’s Termination Date. Target Bonus shall mean Executive's Target Bonus immediately prior to Executive's Termination Date.
(ii) For a period of up to eighteen (18) months following Executive's Termination Date, Executive and, where applicable, Executive's spouse and eligible dependents, will continue to be eligible to receive medical coverage under the Company's medical plans in accordance with the terms of the applicable plan documents; provided, however, that in order to receive such continued coverage at such rates, Executive will be required to pay the applicable premiums directly to the plan provider, and the Company will reimburse the Executive, within thirty (30) days following the date such monthly premium payment is due, an amount equal to the monthly COBRA premium payment, less applicable tax withholdings. Notwithstanding the foregoing, if Executive obtains full-time employment during the aforementioned eighteen (18) month period which employment entitles him and his spouse and eligible dependents to comprehensive medical coverage, Executive must immediately notify the Company in writing and no further reimbursements will be paid by the Company to the Executive pursuant to this subsection. In addition, if Executive does not pay the applicable monthly COBRA premium for a particular month at any time during the eighteen (18) month period and coverage is lost as a result, no further reimbursements will be paid by the Company to the Executive. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof prov...
Payments/Benefits. In the event of any such Voluntary Termination of Employment by Executive under this Section 5, Executive shall be entitled to receive from the Company and/or the Bank, as of or after the Termination Date of his employment, any accrued but unpaid Base Salary payable to Executive as of the Termination Date, as well as any other benefits or rights due to Executive as of or after the Termination Date under any other compensation or benefit plan, policy or arrangement of the Company and/or the Bank as in effect on the Termination Date, including any vested benefits or amounts payable thereunder to Executive as a former employee, in accordance with the terms and conditions of such plans, policies and arrangements, including retirement plans and health and welfare plan. Except as provided in the preceding sentence or in the ensuing paragraph 5(c), Executive shall not be entitled to receive any further compensation or benefits from the Company and/or the Bank after or as a result of any Voluntary Termination of Employment by Executive, except such as may be required to be paid or provided to him under applicable law.
Payments/Benefits. Except as may otherwise be provided in a Participant’s Participation Notice, in the event of a Qualifying Termination, the Company, directly or through an Affiliate, will pay the Participant the Accrued Amounts, if any, on the date of such Qualifying Termination. In addition, subject to Sections 5 and 6 and a Participant’s continued compliance with the provisions of any agreement with the Company or any Affiliate, including, without limitation, the Participant’s Proprietary Information Agreement, in the event of a Qualifying Termination, the Participant shall be entitled to the payments and benefits described in this Section 4, subject to the terms and conditions of the Plan.
Payments/Benefits. (a) Until the Retirement Date and continuing for a period of 26 weeks thereafter, your base salary shall continue to be paid, through the regular payroll on regular payroll dates, at the rate of $300,000 per annum, less applicable tax withholdings and other payroll deductions. For 2024, you will receive a one-time lump sum cash payment (“Stub Bonus”) in the amount of $150,000, less applicable tax withholdings and other payroll deductions, and payable on February 29, 2024, in recognition of work duties performed through February 2024. In addition, you will be eligible for discretionary compensation for special initiatives and projects that are beyond the scope of your standard workload.
(b) As of the Retirement Date, your participation in and contributions to all welfare, non-qualified and qualified plans of the Partnership and its affiliates, including, but not limited to, if applicable, the AllianceBernstein Partners Compensation Plan, ICAP, the 2017 Long Term Incentive Plan (the “2017 Plan”), the 2010 Long Term Incentive Plan (the “2010 Plan”), the Profit Sharing Plan for Employees of AllianceBernstein L.P. (the “Profit Sharing Plan”) and the Retirement Plan for Employees of AllianceBernstein L.P. ( the “Retirement Plan”), shall cease, and your rights to a distribution, rollover, form of payment, exercise or deferral regarding your account balances shall be determined in accordance with the terms and conditions of the respective plans and associated agreements.
(c) Until the Retirement Date and in accordance with applicable Company policy, as amended from time to time, the Partnership will continue in effect your medical, dental and vision coverage under its groups plans, subject to any changes, amendments or modifications that may be made by the Company to such benefits from time to time, including, but not limited to, discontinuing such coverage. As of December 31, 2024, you will be eligible to elect to continue your current level of dental coverage and vision coverage, and as of December 31, 2024, you will be eligible to elect your current level of medical coverage pursuant to COBRA and subject to any changes, amendments or modifications that may be made to the plan from time to time, including, but not limited, discontinuing such coverage, provided you were enrolled in coverage as of your Retirement Date. You acknowledge that all other benefits cease as of your last day of employment. ablegal - 1523532 v1
(d) In accordance with Company policy, follow...
Payments/Benefits. The parties further confirm and agree that, in accordance with the foregoing paragraphs 1 and 2, if the Transactions are consummated, the Company shall, or Buyer shall cause Buyer Sub to, (i) pay to you at the Effective Time, in a lump sum cash payment, the amounts described in Sections 6.1(A) and (B) of the Agreement, together with any unpaid compensation (including salary and accrued but unused vacation) with respect to the period ending on the Effective Time, (ii) pay to you, at the Effective Time, the benefits to which you are entitled under the Officers' Supplemental Retirement Plan of the Company (the "SERP"), calculated in accordance with the terms of the SERP, Section 6.1(C) of the Agreement and the letter agreements between you and the Company dated as of September 2, 1994, September 29, 1994, July 21, 1997, and February 25, 1998, and if the Effective Time occurs prior to July 1, 1999, as if you had continued to be employed by the Company and to accrue service under the SERP until such date, (iii) provide to you, for the thirty-six month period commencing on the date of the termination of your employment hereunder, the benefits and privileges described in Section 6.1(D) of the Agreement (relating to life, disability, accident and health insurance benefits), (iv) provide to you the benefits described in Section 6.1(E) of the Agreement (relating to post-retirement health care and life insurance) if you otherwise qualify for such benefits (after taking into account the terms of Section 6.1(E)) and (v) honor and perform all other obligations to you and agreements for your benefit contained in the Agreement (including, but not limited to, Sections 6.2, 6.3 and 6.4 thereof).
Payments/Benefits. (a) Until the Retirement Date and continuing for a period of 26 weeks thereafter, your base salary shall continue to be paid, through the regular payroll on regular payroll dates, at the rate of $375,000, less applicable tax withholdings and other payroll deductions. In addition, for year-end 2020, you shall be awarded total year-end compensation of no less than your 2019 total year-end incentive compensation award (the "Incentive Compensation"). The Incentive Compensation will be allocated in accordance with the cash/deferred formulas the firm uses as a whole. The deferred portion of the Incentive Compensation shall be awarded pursuant to the terms and conditions of the Incentive Compensation Award Program (''ICAP") provided you execute an ICAP Award Agreement (the "ICAP Agreement"). The cash portion of the Incentive Compensation, less applicable tax withholdings and other payroll deductions, shall be paid to you in the Company's second payroll in December of 2020. Payment and delivery, as applicable, of the Incentive Compensation shall be subject to you complying with the terms of (a) this Agreement and (b) your award agreements under ICAP. In addition, subject to you complying with the terms of this agreement, you shall receive (i) a lump sum cash payment of $250,000 (less applicable tax withholdings and other payroll deductions) to be made in the first pay period immediately after September 30, 2021, and (ii) the vesting on September 30, 2021 and, per your election, delivery on March 31, 2027 of 113,266 limited partnership units in AllianceBernstein Holding L.P. (“Restricted Units”) which represents a pro rata vesting through September 30, 2021 of the Restricted Units awarded pursuant to your letter agreement dated April 24, 2018 (“2018 Award”). The Compensation Committee has determined pursuant to the 2017 Plan (as that term is hereinafter defined)
(1) to accelerate vesting of the Restricted Units in accordance with the provisions for acceleration of vesting upon termination without Cause set forth in the 2018 Award, and (2) that your election to defer payment of the Restricted Units to March 31, 2027 complies with the requirements of the 2017 Plan and is authorized by the Compensation Committee. The Company and the Partnership hereby confirm all performance requirements set forth in the 2018 Award have been satisfied.
Payments/Benefits. You shall be entitled to any accrued and unpaid compensation in the amount of $6,153.84 earned through the Retirement Date. A year-end bonus for the period ending December 31, 2001 in the amount of Three Hundred Thousand Dollars ($300,000.00) (less proper federal tax deductions) shall be paid to you at the time the Partnership pays year-end bonuses to its employees. On the Retirement Date, you shall return your current automobile to the Partnership. Except as otherwise provided herein, as of the Retirement Date, your participation in and contributions to all welfare, non-qualified and qualified plans of the Partnership and its affiliates shall cease and your rights to a distribution, rollover, form of payment or deferral regarding your account balances shall be determined in accordance with the terms and conditions of the respective plans. Until the Retirement Date, the Partnership will continue in effect your current medical coverage under its group medical plan(s). As of the Retirement Date, you will be given the option to continue in effect coverage under the Partnership’s medical plans under the terms and conditions of the applicable plans at your expense.
Payments/Benefits. In the event of any such voluntary termination of employment by Executive under this Section 5, Executive shall be entitled to receive from the Company and/or the Bank, as of or after the Termination Date of his employment, any accrued but unpaid Base Salary payable to Executive as of the Termination Date, a pro rata apportionment of any Bonus Payment that the parties agree will be paid for the year in which the resignation occurs, as well as any other benefits or rights due to Executive as of or after the Termination Date under any other compensation or benefit plan, policy or arrangement of the Company and/or the Bank as in effect on the Termination Date, including any vested benefits or amounts payable thereunder to Executive as a former employee, in accordance with the terms and conditions of such plans, policies and arrangements, including retirement plans and health and welfare plan.
Payments/Benefits. (a) In connection with your retirement and in recognition of your 40 years of service to the Partnership and its predecessor, Xxxxxxx X. Xxxxxxxxx & Co., the Partnership shall pay to you, less applicable tax withholding and other payroll deductions, a lump sum payment of $12,750,000, calculated as provided in clause (ii) of Section 6(a) of your October 26, 2006 employment agreement, as amended (the “Employment Agreement”), on the first business day following six months after the Retirement Date, as well as the other payments described in clauses (i) and (iii) of Section 6(a) of the Employment Agreement in accordance with the terms thereof.
(b) Until the Retirement Date, and in accordance with Company policy, the Company will continue in effect your current medical and dental coverage under its group medical and dental plans. Following the Retirement Date, and until December 31, 2011, the Company shall continue to provide you and your spouse with access to comparable medical and dental coverage and will reimburse you monthly for the cost of such coverage.
(c) Until December 31, 2011, the Company will provide you with (i) a furnished and equipped office at a location of your choice in New York City and the Company will pay for the cost of the lease and operation expenses at a cost not exceeding $12,750 per month, (ii) a subscription to the First Call research service and a Bloomberg terminal, (iii) a secretary with compensation and abilities commensurate with your current secretary and (iv) the services of a company-provided car and chauffer.
(d) Promptly following the Retirement Date, the Company shall reimburse you for all unreimbursed business expenses incurred by you on or prior to the Retirement Date.
Payments/Benefits. As good consideration for Employee’s execution, delivery and non-revocation of this Separation Agreement, and subject to Employee’s compliance with the provisions of Section 6 of this Separation Agreement, Employer shall provide Employee (or Employee’s estate in the event of Employee’s death) with the following:
a) continued payment of Employee’s current rate of base salary ($650,000 per annum) through December 31, 2018.
b) separation pay in the cumulative amount of $650,000, which shall be equal to the “Base Severance Amount” that would have been payable pursuant to Section 5.2.1(b)(i)(A) of the Employment Agreement had Employee terminated employment in accordance with the terms thereof, and which will be paid, subject to the last paragraph of this Section 4, in twelve (12) equal monthly installments, less applicable tax withholdings.
c) an additional separation payment payable, subject to the last paragraph of this Section 4, in a lump sum (less applicable tax withholdings),which shall be equal to the “Bonus Severance Amount” that would have been payable pursuant to Section 5.2.1(b)(i)(B) of the Employment Agreement had Employee terminated employment in accordance with the terms thereof, in the amount of (i) $731,700, plus (ii) an amount equal to the bonus, if any, that is earned by Employee for 2018. The bonus amount for 2018, if any, will be based on the level of achievement of performance for bonuses paid to active employees for 2018 and assuming Employee was employed for all of 2018.
d) Employee’s outstanding restricted stock units (21,644 units) shall continue to vest in accordance with the regularly scheduled vesting schedule applicable to such units, i.e. without acceleration of the regular vesting schedule; provided, however, that such units shall become fully vested in the event that a “Change in Control” (as defined in the Tower International, Inc. 2010 Equity Incentive Plan, as amended and restated effective as of March 6, 2014 (the “Equity Incentive Plan”)) occurs prior to expiration of such vesting schedule.
e) Employee’s Performance Awards granted in 2016, 2017 and 2018 shall continue to vest and be paid in accordance with the regularly scheduled vesting and payment schedules applicable thereto; provided that to the extent that any performance period would have extended past December 31, 2019 (the “Retirement Date” under the Employment Agreement), performance shall be determined as though the performance period ended on December 31, 2019, w...
