PAYMENTS FOLLOWING A CHANGE IN CONTROL. In the event a "Change in Control" occurs and either: (i) the Executive elects, at any time following the one-year period after such Change in Control, and before the end of the second year after such Change of Control, to cease being the Chief Executive Officer of the Company; or (ii) Executive's employment is terminated within two years following such Change of Control by the Company for any reason other than for Cause, or by Executive for Good Reason, the Company shall pay the following amounts to Executive: A. An amount equal to three times the sum of Executive's Base Salary plus his Target Annual Bonus (in each case as then in effect) payable in a lump-sum within 5 days following the Change in Control or, if later, within five (5) days following the date the Executive ceases to be Chief Executive Officer of the Company. If the Executive's employment with the Company is terminated for any reason other than Cause on or after the date of the Change in Control, then (A) the amount provided in this Section 7(a)(i) shall be in lieu of any amounts otherwise due to the Executive under Section 6(e)(iii), and (B) benefits shall be continued for the period provided in Section 6(e)(iv), or for three years following the Change in Control, whichever provides the longer continuation period. B. Executive will be 100% vested in all benefits, awards, and grants (including stock option grants and stock awards, all of such stock options remaining exercisable for a period of at least three (3) years following the Change in Control) accrued but unpaid as of the Change in Control under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of the Change in Control and will be fully vested in the $700,000 retirement benefit provided under Section 4(f) hereof. Executive shall also receive a bonus or incentive compensation payment (the "bonus payment") equal to 250% of his then Base Salary, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five(5) days after the Change in Control or, if later, within five (5) days following the date the Executive ceases to be Chief Executive Officer of the Company. Subject to Executive's right to terminate for Good Reason, which Executive shall fully retain, Executive agrees to continue to serve as Chief Executive Officer of the Company for at least a one-year period following a Change in Control before exercising Executive's right to receive compensation payable following a Change in Control pursuant to this Section 7 (a). For purposes of this Agreement, following a Change in Control, the term "Company" shall include the entity surviving such Change in Control.
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Samples: Employment Agreement (Fuelnation Inc), Employment Agreement (Fuelnation Inc)
PAYMENTS FOLLOWING A CHANGE IN CONTROL. In Notwithstanding anything to the event contrary contained herein, should Executive at any time within two (2) years of a "“Change in Control" occurs and either: ” cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Executive electsCompany (or its successor) other than for “Cause”, at any time following the one-year period after such Change in Control, and before the end of the second year after such Change of Control, to cease being the Chief Executive Officer of the Company; or (ii) Executive's employment is terminated within two years following such Change of Control by the Company for any reason other than for Cause, or voluntary termination by Executive for “Good Reason”, the Company (or its successor) shall pay to Executive except as otherwise expressly set forth herein, the following amounts to Executiveseverance payments and benefits:
A. (i) An amount equal to three (3) times the sum of Executive's ’s Base Salary plus his Target Annual Bonus (in each case as then in effect) payable in a lumplump sum six (6) months following Executive’s termination of employment;
(ii) Executive will receive three (3) years additional service credit under the current non-sum within 5 days following qualified supplemental pension plans, or successors thereto, of the Change Company applicable to the Executive; and
(iii) If such termination occurs prior to Executive’s 55th birthday, the Company, at its expense, will provide coverage for Executive and Executive’s spouse and dependents no less favorable than the coverage provided under all health benefit plans, programs or arrangements, whether group or individual, in Control or, if later, within five (5) days following the date the which Executive ceases would be entitled to be Chief Executive Officer participate as a retiree of the Company. If , and in a manner that such benefits are excluded from the Executive's employment with ’s income for federal income tax purposes, until the Company is terminated for any reason other than Cause on or after the date of the Change in Control, then earliest to occur (A) Executive’s death (provided that benefits payable to Executive’s beneficiaries shall not terminate upon Executive’s death); or (B) with respect to any particular plan, program or arrangement, the amount provided in this Section 7(a)(i) date Executive becomes covered for a comparable benefit by a subsequent employer. If such termination occurs at age 55 or older, the Executive shall be entitled to participate in lieu the Company’s post-retirement benefit programs on the same basis as other retirement eligible employees of any amounts otherwise due to the Company.
(iv) Payments made by the Company for coverage under the health benefit plans, programs or arrangements during a taxable year shall not affect the payments made by the Company for coverage on behalf of the Executive under Section 6(e)(iii)such plans, and (B) benefits programs or arrangements in another taxable year. The Executive’s right to the Company’s payment of the cost of coverage hereunder shall not be continued subject to liquidation or exchange for the period provided in Section 6(e)(iv), or for three years following the Change in Control, whichever provides the longer continuation periodanother benefit.
B. (v) Executive will be 100% vested in all benefits, awards, and grants (including stock option grants and stock awards), and all of such stock options remaining exercisable for a period of at least three (3) years following the Change in Control) amounts accrued but unpaid as of the Change in Control under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, plans in which Executive was a participant as of the date of the Change in Control and will be fully vested Control. All stock options shall remain exercisable for a period of three (3) years following the Change in Control, but in no event later than the $700,000 retirement benefit provided under Section 4(fdate on which the particular option would expire by its terms or the tenth (10th) hereofanniversary of the date on which such award was granted. Executive shall also receive a bonus or incentive compensation payment (the "bonus payment"“Bonus Payment”) equal to 250% of his then Base Salary, multiplied by his annual incentive Target Bonus percentage, each as then in effect, pro-rated as of the effective date of the termination. The bonus payment Bonus Payment shall be payable within five(5paid in a lump sum six (6) days after the Change in Control or, if later, within five (5) days months following the date the Executive ceases to be Chief Executive Officer Executive’s termination of the Company. Subject to Executive's right to terminate for Good Reason, which Executive shall fully retain, Executive agrees to continue to serve as Chief Executive Officer of the Company for at least a one-year period following a Change in Control before exercising Executive's right to receive compensation payable following a Change in Control pursuant to this Section 7 (a)employment. For purposes of this Agreement, following a Change in Control, the term "“Company" ” shall include the entity surviving such Change in Control.
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Samples: Employment Agreement (Tesoro Logistics Lp), Employment Agreement (Tesoro Corp /New/)
PAYMENTS FOLLOWING A CHANGE IN CONTROL. In Notwithstanding anything to the event contrary contained herein, should Employee at any time within two years of a "Change in Control" occurs and either: change of control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Executive electsCompany (or its successor) other than for “Cause”, at any time following the one-year period after such Change in Control, and before the end of the second year after such Change of Control, to cease being the Chief Executive Officer of the Company; or (ii) Executive's employment is terminated within two years following such Change of Control voluntary termination by the Company Employee for any reason other than for Cause, or by Executive for “Good Reason”, the Company (or its successor) shall pay to Employee within ten days of such termination the following amounts to Executiveseverance payments and benefits:
A. (i) An amount equal to three (3.0) times the sum of Executive's ’s Base Salary plus his Target Annual Bonus (65%) (in each case as then in effect) payable in a lump-sum within 5 days following the Change in Control or, if later, within five (5) days following the date the Executive ceases to be Chief Executive Officer Vice President, Corporate Strategic Planning of the Company. If the Executive's employment with the Company is terminated for any reason other than Cause on or after the date Payment of the Change in Control, then amount specified under this Paragraph 7(a) (A) the amount provided in this Section 7(a)(ii) shall be in lieu of any amounts otherwise due amount payable under Paragraph 6(b)(iii) or Paragraph 6(e)(iii).
(ii) Executive will receive three years additional service credit under the current non-qualified supplemental pension plans, or successors thereto, of the Company applicable to the Executive under Section 6(e)(iii), and (B) benefits shall be continued for the period provided in Section 6(e)(iv), or for three years following the Change in Control, whichever provides the longer continuation periodExecutive.
B. (iii) Executive will be 100% vested in all benefits, awards, and grants (including stock option grants and stock awards, all of such stock options remaining exercisable for a period of at least three (33.0) years following the Change in Control) accrued but unpaid as of the Change in Control under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of the Change in Control and will be fully vested in the $700,000 retirement benefit provided under Section 4(f) hereofControl. Executive shall also receive a bonus or incentive compensation payment (the "“bonus payment"”) equal to 25065% of his then Base Salary, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five(5five (5) days after the Change in Control or, if later, within five (5) days following the date the Executive ceases to be Chief Executive Officer Vice President of the Company. Subject to Executive's right to terminate for Good Reason, which Executive and shall fully retain, Executive agrees to continue to serve as Chief Executive Officer be in lieu of any bonus the Company for at least a one-year period following a Change in Control before exercising Executive's right Employee would otherwise be entitled to receive compensation payable following a Change in Control pursuant to this Section 7 (aunder Paragraph 6(b)(i) or Paragraph 6(e)(v). For purposes of this Agreement, following a Change in Control, the term "“Company" ” shall include the entity surviving such Change in Control.
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PAYMENTS FOLLOWING A CHANGE IN CONTROL. In Notwithstanding anything to the event contrary contained herein, should Employee at any time within two (2) years of a "Change change in Control" occurs and either: control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Executive electsCompany (or its successor) other than for “Cause”, at any time following the one-year period after such Change in Control, and before the end of the second year after such Change of Control, to cease being the Chief Executive Officer of the Company; or (ii) Executive's employment is terminated within two years following such Change of Control voluntary termination by the Company Employee for any reason other than for Cause, or by Executive for “Good Reason”, the Company (or its successor shall pay to Employee except as otherwise expressly set forth herein, as soon as administratively practicable following six (6) months from such termination of employment the following amounts to Executive:severance payments and benefits;
A. (i) An amount equal to three (3) times the sum of Executive's ’s Base Salary plus his Target Annual Bonus (in each case as then in effect) payable in a lump-sum within 5 days following the Change in Control or, if later, lump sump within five (5) days following the date the Executive ceases to be Executive Vice President and Chief Executive Financial Officer of the Company. If the Executive's employment with the Company is terminated for any reason other than Cause on or after the date Payment of the Change in Control, then (A) the amount provided in specified under this Section Paragraph 7(a)(i) shall be in lieu of any amounts otherwise due amount payable under Paragraph 6(b)(iii) or Paragraph 6(e)(iii).
(ii) Executive will receive three (3) years additional service credit under the current non-qualified supplemental pension plans, or successors thereto, of the Company applicable to the Executive under Section 6(e)(iii), and (B) benefits shall be continued for the period provided in Section 6(e)(iv), or for three years following the Change in Control, whichever provides the longer continuation periodExecutive.
B. (iii) Executive will be 100% vested in all benefits, awards, and grants (including stock option grants and stock awards, all of such stock options granted after this Amendment remaining exercisable for a period of at least three (3) years following the Change in Control) accrued but unpaid as of the Change in Control under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of the Change in Control and will be fully vested in the $700,000 retirement benefit provided under Section 4(f) hereof. Executive shall also receive a bonus or incentive compensation payment (the "“bonus payment"”) equal to 250% of his Base Salary multiplied by his annual incentive target bonus percentage, each as then Base Salaryin effect, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five(5) days after the Change in Control or, if later, within five (5) days following the date the Executive ceases to be Chief Executive Officer Vice President of the Company. Subject to Executive's right to terminate for Good Reason, which Executive and shall fully retain, Executive agrees to continue to serve as Chief Executive Officer be in lieu of any bonus the Company for at least a one-year period following a Change in Control before exercising Executive's right Employee would otherwise be entitled to receive compensation payable following a Change in Control pursuant to this Section 7 (aunder Paragraph 6(b)(i) or Paragraph 6(e)(v). For purposes of this Agreement, following a Change in Control, the term "“Company" ” shall include the entity surviving such Change in Control.
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PAYMENTS FOLLOWING A CHANGE IN CONTROL. In Notwithstanding anything to the event contrary contained herein, should Employee at any time within two years of a "Change in Control" occurs and either: change of control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Executive electsCompany (or its successor) other than for “Cause”, at any time following the one-year period after such Change in Control, and before the end of the second year after such Change of Control, to cease being the Chief Executive Officer of the Company; or (ii) Executive's employment is terminated within two years following such Change of Control voluntary termination by the Company Employee for any reason other than for Cause, or by Executive for “Good Reason”, the Company (or its successor) shall pay to Employee within ten days of such termination the following amounts to Executiveseverance payments and benefits:
A. (i) An amount equal to three (3.0) times the sum of Executive's ’s Base Salary plus his Target Annual Bonus (65%) (in each case as then in effect) payable in a lump-sum within 5 days following the Change in Control or, if later, within five (5) days following the date the Executive ceases to be Chief Executive Officer Vice President of the Company. If the Executive's employment with the Company is terminated for any reason other than Cause on or after the date Payment of the Change in Control, then amount specified under this Paragraph 7(a) (A) the amount provided in this Section 7(a)(ii) shall be in lieu of any amounts otherwise due amount payable under Paragraph 6(b)(iii) or Paragraph 6(e)(iii).
(ii) Executive will receive three years additional service credit under the current non-qualified supplemental pension plans, or successors thereto, of the Company applicable to the Executive under Section 6(e)(iii), and (B) benefits shall be continued for the period provided in Section 6(e)(iv), or for three years following the Change in Control, whichever provides the longer continuation periodExecutive.
B. (iii) Executive will be 100% vested in all benefits, awards, and grants (including stock option grants and stock awards, all of such stock options remaining exercisable for a period of at least three (33.0) years following the Change in Control) accrued but unpaid as of the Change in Control under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of the Change in Control and will be fully vested in the $700,000 retirement benefit provided under Section 4(f) hereofControl. Executive shall also receive a bonus or incentive compensation payment (the "“bonus payment"”) equal to 25065% of his then Base Salary, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five(5five (5) days after the Change in Control or, if later, within five (5) days following the date the Executive ceases to be Chief Executive Officer Vice President of the Company. Subject to Executive's right to terminate for Good Reason, which Executive and shall fully retain, Executive agrees to continue to serve as Chief Executive Officer be in lieu of any bonus the Company for at least a one-year period following a Change in Control before exercising Executive's right Employee would otherwise be entitled to receive compensation payable following a Change in Control pursuant to this Section 7 (aunder Paragraph 6(b)(i) or Paragraph 6(e)(v). For purposes of this Agreement, following a Change in Control, the term "“Company" ” shall include the entity surviving such Change in Control.
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PAYMENTS FOLLOWING A CHANGE IN CONTROL. In Notwithstanding anything to the event contrary contained herein, should Employee at any time within two (2) years of a "Change change in Control" occurs and either: control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Executive electsCompany (or its successor) other than for “Cause”, at any time following the one-year period after such Change in Control, and before the end of the second year after such Change of Control, to cease being the Chief Executive Officer of the Company; or (ii) Executive's employment is terminated within two years following such Change of Control voluntary termination by the Company Employee for any reason other than for Cause, or by Executive for “Good Reason”, the Company (or its successor shall pay to Employee except as otherwise expressly set forth herein, as soon as administratively practicable following six (6) months from such termination of employment the following amounts to Executive:severance payments and benefits;
A. (i) An amount equal to three (3) times the sum of Executive's ’s Base Salary plus his Target Annual Bonus (in each case as then in effect) payable in a lump-sum within 5 days following the Change in Control or, if later, lump sump within five (5) days following the date the Executive ceases to be Chief Executive Officer Vice President, Corporate Strategic Planning of the Company. If the Executive's employment with the Company is terminated for any reason other than Cause on or after the date Payment of the Change in Control, then (A) the amount provided in specified under this Section Paragraph 7(a)(i) shall be in lieu of any amounts otherwise due amount payable under Paragraph 6(b)(iii) or Paragraph 6(e)(iii).
(ii) Executive will receive three (3) years additional service credit under the current non-qualified supplemental pension plans, or successors thereto, of the Company applicable to the Executive under Section 6(e)(iii), and (B) benefits shall be continued for the period provided in Section 6(e)(iv), or for three years following the Change in Control, whichever provides the longer continuation periodExecutive.
B. (iii) Executive will be 100% vested in all benefits, awards, and grants (including stock option grants and stock awards, all of such stock options granted after this Amendment remaining exercisable for a period of at least three (3) years following the Change in Control) accrued but unpaid as of the Change in Control under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of the Change in Control and will be fully vested in the $700,000 retirement benefit provided under Section 4(f) hereof. Executive shall also receive a bonus or incentive compensation payment (the "“bonus payment"”) equal to 250% of his Base Salary multiplied by his annual incentive target bonus percentage, each as then Base Salaryin effect, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five(5) days after the Change in Control or, if later, within five (5) days following the date the Executive ceases to be Chief Executive Officer Vice President of the Company. Subject to Executive's right to terminate for Good Reason, which Executive and shall fully retain, Executive agrees to continue to serve as Chief Executive Officer be in lieu of any bonus the Company for at least a one-year period following a Change in Control before exercising Executive's right Employee would otherwise be entitled to receive compensation payable following a Change in Control pursuant to this Section 7 (aunder Paragraph 6(b)(i) or Paragraph 6(e)(v). For purposes of this Agreement, following a Change in Control, the term "“Company" ” shall include the entity surviving such Change in Control.
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PAYMENTS FOLLOWING A CHANGE IN CONTROL. In Notwithstanding anything to the event contrary contained herein, should Employee at any time within two years of a "Change in Control" occurs and either: change of control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Executive electsCompany (or its successor) other than for “Cause”, at any time following the one-year period after such Change in Control, and before the end of the second year after such Change of Control, to cease being the Chief Executive Officer of the Company; or (ii) Executive's employment is terminated within two years following such Change of Control voluntary termination by the Company Employee for any reason other than for Cause, or by Executive for “Good Reason”, the Company (or its successor) shall pay to Employee within ten days of such termination the following amounts to Executiveseverance payments and benefits:
A. (i) An amount equal to three (3.0) times the sum of Executive's ’s Base Salary plus his Target Annual Bonus 90% (in each case as then in effect) payable in a lump-sum within 5 days following the Change in Control or, if later, within five (5) days following the date the Executive ceases to be Executive Vice President and Chief Executive Operating Officer of the Company. If the Executive's employment with the Company is terminated for any reason other than Cause on or after the date Payment of the Change in Control, then amount specified under this Paragraph 7(a) (A) the amount provided in this Section 7(a)(ii) shall be in lieu of any amounts otherwise due amount payable under Paragraph 6(b)(iii) or Paragraph 6(e)(iii).
(ii) Executive will receive three years additional service credit under the current non-qualified supplemental pension plans, or successors thereto, of the Company applicable to the Executive under Section 6(e)(iii), and (B) benefits shall be continued for the period provided in Section 6(e)(iv), or for three years following the Change in Control, whichever provides the longer continuation periodExecutive.
B. (iii) Executive will be 100% vested in all benefits, awards, and grants (including stock option grants and stock awards, all of such stock options remaining exercisable for a period of at least three (33.0) years following the Change in Control) accrued but unpaid as of the Change in Control under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of the Change in Control and will be fully vested in the $700,000 retirement benefit provided under Section 4(f) hereofControl. Executive shall also receive a bonus or incentive compensation payment (the "“bonus payment"”) equal to 25090% of his then Base Salary, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five(5five (5) days after the Change in Control or, if later, within five (5) days following the date the Executive ceases to be Chief Executive Officer Vice President of the Company. Subject to Executive's right to terminate for Good Reason, which Executive and shall fully retain, Executive agrees to continue to serve as Chief Executive Officer be in lieu of any bonus the Company for at least a one-year period following a Change in Control before exercising Executive's right Employee would otherwise be entitled to receive compensation payable following a Change in Control pursuant to this Section 7 (aunder Paragraph 6(b)(i) or Paragraph 6(e)(vi). For purposes of this Agreement, following a Change in Control, the term "“Company" ” shall include the entity surviving such Change in Control.
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PAYMENTS FOLLOWING A CHANGE IN CONTROL. In the event a "Change in Control" occurs and either: (i) the Executive elects, at any time following the one-year period after such Change in Control, and before the end of the second year after such Change of Control, to cease being the Chief Executive Officer of the Company; or (ii) Executive's employment is terminated within two years following such Change of Control by the Company for any reason other than for Cause, or by Executive for Good Reason, the Company shall pay the following amounts to Executive:
A. An amount equal to three times the sum of Executive's Base Salary plus his Target Annual Bonus (in each case as then in effect) payable in a lump-sum within 5 days following the Change in Control or, if later, within five (5) days following the date the Executive ceases to be Chief Executive Officer of the Company. If the Executive's employment with the Company is terminated for any reason other than Cause on or after the date of the Change in Control, then (A) the amount provided in this Section 7(a)(i) shall be in lieu of any amounts otherwise due to the Executive under Section 6(e)(iii), and (B) benefits shall be continued for the period provided in Section 6(e)(iv), or for three years following the Change in Control, whichever provides the longer continuation period.
B. Executive will be 100% vested in all benefits, awards, and grants (including stock option grants and stock awards, all of such stock options remaining exercisable for a period of at least three (3) years following the Change in Control) accrued but unpaid as of the Change in Control under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of the Change in Control and will be fully vested in the $700,000 retirement benefit provided under Section 4(f) hereof. Executive shall also receive a bonus or incentive compensation payment (the "bonus payment") equal to 250% of his then Base Salary, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five(5) days after the Change in Control or, if later, within five (5) days following the date the Executive ceases to be Chief Executive Officer of the Company. Subject to Executive's right to terminate for Good Reason, which Executive shall fully retain, Executive agrees to continue to serve as Chief Executive Officer of the Company for at least a one-year period following a Change in Control before exercising Executive's right to receive compensation payable following a Change in Control pursuant to this Section 7 (a). For purposes of this Agreement, following a Change in Control, the term "Company" shall include the entity surviving such Change in Control.five
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PAYMENTS FOLLOWING A CHANGE IN CONTROL. In Notwithstanding anything to the event contrary contained herein, should Employee at any time within two years of a "Change in Control" occurs and either: change of control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Executive electsCompany (or its successor) other than for “Cause”, at any time following the one-year period after such Change in Control, and before the end of the second year after such Change of Control, to cease being the Chief Executive Officer of the Company; or (ii) Executive's employment is terminated within two years following such Change of Control voluntary termination by the Company Employee for any reason other than for Cause, or by Executive for “Good Reason”, the Company (or its successor) shall pay to Employee within ten days of such termination the following amounts to Executiveseverance payments and benefits:
A. (i) An amount equal to three (3.0) times the sum of Executive's ’s Base Salary plus his Target Annual Bonus (65%) (in each case as then in effect) payable in a lump-sum within 5 days following the Change in Control or, if later, within five (5) days following the date the Executive ceases to be Executive Vice President and Chief Executive Financial Officer of the Company. If the Executive's employment with the Company is terminated for any reason other than Cause on or after the date Payment of the Change in Control, then amount specified under this Paragraph 7(a) (A) the amount provided in this Section 7(a)(ii) shall be in lieu of any amounts otherwise due amount payable under Paragraph 6(b)(iii) or Paragraph 6(e)(iii).
(ii) Executive will receive three years additional service credit under the current non-qualified supplemental pension plans, or successors thereto, of the Company applicable to the Executive under Section 6(e)(iii), and (B) benefits shall be continued for the period provided in Section 6(e)(iv), or for three years following the Change in Control, whichever provides the longer continuation periodExecutive.
B. (iii) Executive will be 100% vested in all benefits, awards, and grants (including stock option grants and stock awards, all of such stock options remaining exercisable for a period of at least three (33.0) years following the Change in Control) accrued but unpaid as of the Change in Control under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of the Change in Control and will be fully vested in the $700,000 retirement benefit provided under Section 4(f) hereofControl. Executive shall also receive a bonus or incentive compensation payment (the "“bonus payment"”) equal to 25065% of his then Base Salary, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five(5five (5) days after the Change in Control or, if later, within five (5) days following the date the Executive ceases to be Chief Executive Officer Vice President of the Company. Subject to Executive's right to terminate for Good Reason, which Executive and shall fully retain, Executive agrees to continue to serve as Chief Executive Officer be in lieu of any bonus the Company for at least a one-year period following a Change in Control before exercising Executive's right Employee would otherwise be entitled to receive compensation payable following a Change in Control pursuant to this Section 7 (aunder Paragraph 6(b)(i) or Paragraph 6(e)(v). For purposes of this Agreement, following a Change in Control, the term "“Company" ” shall include the entity surviving such Change in Control.
Appears in 1 contract
PAYMENTS FOLLOWING A CHANGE IN CONTROL. In the event a "“Change in Control" ” occurs and either: (i) the Executive elects, at any time following the one-year period after such Change in Control, and before the end of the second year after such Change of in Control, to cease being the Chief Executive Officer of the Company; or (ii) Executive's ’s employment is terminated within two (2) years following such Change of in Control by the Company for any reason other than for Cause, or by Executive for Good Reason, the Company shall pay the following amounts to Executive:
A. (i) An amount equal to three times the sum of Executive's ’s Base Salary plus his Target Annual Bonus (in each case as then in effect) payable in a lump-lump sum within 5 days six (6) months following the Change in Control or, termination of employment. if later, within five (5) days following the date the Executive ceases to be Chief Executive Officer of the Company. If the Executive's ’s employment with the Company company is terminated for any reason other than Cause on or after the date of the Change in Control, then (A) the amount provided in this Section 7(a)(i) shall be in lieu of any amounts otherwise due to the Executive under Section 6(e)(iii), and (B) benefits shall be continued for the period provided in Section 6(e)(iv), or for three years following the Change in Control, whichever provides the longer continuation period.
B. (ii) Executive will be 100% vested in all benefits, awards, and grants (including stock option grants and stock awards, all of such stock options remaining exercisable for a period of at least three (3) years following the Change in Control) accrued but unpaid as of the Change in Control under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of the Change in Control and will be fully vested in the $700,000 retirement benefit provided under Section 4(f) hereof. Executive shall also receive a bonus or incentive compensation payment (the "bonus “Bonus payment"”) equal to 250% of his then Base Salary, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five(5six (6) days after the Change in Control or, if later, within five (5) days months following the date the Executive ceases to be Chief Executive Officer termination of the Companyemployment. Subject to Executive's ’s right to terminate for Good Reason, which Executive shall fully retain, Executive agrees to continue to serve as Chief Executive Officer of the Company for at least a one-year period following a Change in Control before exercising Executive's ’s right to receive compensation payable following a Change in Control pursuant to this Section 7 (a). 7(a) For purposes of this Agreement, following a Change in Control, the term "“Company" ” shall include the entity surviving such Change in Control.
Appears in 1 contract
PAYMENTS FOLLOWING A CHANGE IN CONTROL. In Notwithstanding anything to the event contrary contained herein, should Employee at any time within two (2) years of a "Change change in Control" occurs and either: control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Executive electsCompany (or its successor) other than for “Cause”, at any time following the one-year period after such Change in Control, and before the end of the second year after such Change of Control, to cease being the Chief Executive Officer of the Company; or (ii) Executive's employment is terminated within two years following such Change of Control voluntary termination by the Company Employee for any reason other than for Cause, or by Executive for “Good Reason”, the Company (or its successor shall pay to Employee except as otherwise expressly set forth herein, as soon as administratively practicable following six (6) months from such termination of employment the following amounts to Executive:severance payments and benefits;
A. (i) An amount equal to three (3) times the sum of Executive's ’s Base Salary plus his Target Annual Bonus (in each case as then in effect) payable in a lump-sum within 5 days following the Change in Control or, if later, lump sump within five (5) days following the date the Executive ceases to be Chief Executive Officer Vice President, Operations of the Company. If the Executive's employment with the Company is terminated for any reason other than Cause on or after the date Payment of the Change in Control, then (A) the amount provided in specified under this Section Paragraph 7(a)(i) shall be in lieu of any amounts otherwise due amount payable under Paragraph 6(b)(iii) or Paragraph 6(e)(iii).
(ii) Executive will receive three (3) years additional service credit under the current non-qualified supplemental pension plans, or successors thereto, of the Company applicable to the Executive under Section 6(e)(iii), and (B) benefits shall be continued for the period provided in Section 6(e)(iv), or for three years following the Change in Control, whichever provides the longer continuation periodExecutive.
B. (iii) Executive will be 100% vested in all benefits, awards, and grants (including stock option grants and stock awards, all of such stock options granted after this Amendment remaining exercisable for a period of at least three (3) years following the Change in Control) accrued but unpaid as of the Change in Control under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of the Change in Control and will be fully vested in the $700,000 retirement benefit provided under Section 4(f) hereof. Executive shall also receive a bonus or incentive compensation payment (the "“bonus payment"”) equal to 250% of his Base Salary multiplied by his annual incentive target bonus percentage, each as then Base Salaryin effect, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five(5) days after the Change in Control or, if later, within five (5) days following the date the Executive ceases to be Chief Executive Officer Vice President of the Company. Subject to Executive's right to terminate for Good Reason, which Executive and shall fully retain, Executive agrees to continue to serve as Chief Executive Officer be in lieu of any bonus the Company for at least a one-year period following a Change in Control before exercising Executive's right Employee would otherwise be entitled to receive compensation payable following a Change in Control pursuant to this Section 7 (aunder Paragraph 6(b)(i) or Paragraph 6(e)(v). For purposes of this Agreement, following a Change in Control, the term "“Company" ” shall include the entity surviving such Change in Control.
Appears in 1 contract
PAYMENTS FOLLOWING A CHANGE IN CONTROL. In Notwithstanding anything to the event contrary contained herein, should Employee at any time within two years of a "Change in Control" occurs and either: change of control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Executive electsCompany (or its successor) other than for “Cause”, at any time following the one-year period after such Change in Control, and before the end of the second year after such Change of Control, to cease being the Chief Executive Officer of the Company; or (ii) Executive's employment is terminated within two years following such Change of Control voluntary termination by the Company Employee for any reason other than for Cause, or by Executive for “Good Reason”, the Company (or its successor) shall pay to Employee within ten days of such termination the following amounts to Executiveseverance payments and benefits:
A. (i) An amount equal to three (3.0) times the sum of Executive's ’s Base Salary plus his Target Annual Bonus (75%) (in each case as then in effect) payable in a lump-sum within 5 days following the Change in Control or, if later, within five (5) days following the date the Executive ceases to be Chief Executive Officer Vice President and General Counsel of the Company. If the Executive's employment with the Company is terminated for any reason other than Cause on or after the date Payment of the Change in Control, then amount specified under this Paragraph 7(a) (A) the amount provided in this Section 7(a)(ii) shall be in lieu of any amounts otherwise due amount payable under Paragraph 6(b)(iii) or Paragraph 6(e)(iii).
(ii) Executive will receive three years additional service credit under the current non-qualified supplemental pension plans, or successors thereto, of the Company applicable to the Executive under Section 6(e)(iii), and (B) benefits shall be continued for the period provided in Section 6(e)(iv), or for three years following the Change in Control, whichever provides the longer continuation periodExecutive.
B. (iii) Executive will be 100% vested in all benefits, awards, and grants (including stock option grants and stock awards, all of such stock options remaining exercisable for a period of at least three (33.0) years following the Change in Control) accrued but unpaid as of the Change in Control under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of the Change in Control and will be fully vested in the $700,000 retirement benefit provided under Section 4(f) hereofControl. Executive shall also receive a bonus or incentive compensation payment (the "“bonus payment"”) equal to 25075% of his then Base Salary, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five(5five (5) days after the Change in Control or, if later, within five (5) days following the date the Executive ceases to be Chief Executive Officer Vice President of the Company. Subject to Executive's right to terminate for Good Reason, which Executive and shall fully retain, Executive agrees to continue to serve as Chief Executive Officer be in lieu of any bonus the Company for at least a one-year period following a Change in Control before exercising Executive's right Employee would otherwise be entitled to receive compensation payable following a Change in Control pursuant to this Section 7 (aunder Paragraph 6(b)(i) or Paragraph 6(e)(vi). For purposes of this Agreement, following a Change in Control, the term "“Company" ” shall include the entity surviving such Change in Control.
Appears in 1 contract
PAYMENTS FOLLOWING A CHANGE IN CONTROL. In Notwithstanding anything to the event contrary contained herein, should Employee at any time within two years of a "Change in Control" occurs and either: change of control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Executive electsCompany (or its successor) other than for “Cause”, at any time following the one-year period after such Change in Control, and before the end of the second year after such Change of Control, to cease being the Chief Executive Officer of the Company; or (ii) Executive's employment is terminated within two years following such Change of Control voluntary termination by the Company Employee for any reason other than for Cause, or by Executive for “Good Reason”, the Company (or its successor) shall pay to Employee within ten days of such termination the following amounts to Executiveseverance payments and benefits:
A. (i) An amount equal to three (3.0) times the sum of Executive's ’s Base Salary plus his Target Annual Bonus (65%) (in each case as then in effect) payable in a lump-sum within 5 days following the Change in Control or, if later, within five (5) days following the date the Executive ceases to be Chief Executive Officer Vice President, Operations of the Company. If the Executive's employment with the Company is terminated for any reason other than Cause on or after the date Payment of the Change in Control, then amount specified under this Paragraph 7(a) (A) the amount provided in this Section 7(a)(ii) shall be in lieu of any amounts otherwise due amount payable under Paragraph 6(b)(iii) or Paragraph 6(e)(iii).
(ii) Executive will receive three years additional service credit under the current non-qualified supplemental pension plans, or successors thereto, of the Company applicable to the Executive under Section 6(e)(iii), and (B) benefits shall be continued for the period provided in Section 6(e)(iv), or for three years following the Change in Control, whichever provides the longer continuation periodExecutive.
B. (iii) Executive will be 100% vested in all benefits, awards, and grants (including stock option grants and stock awards, all of such stock options remaining exercisable for a period of at least three (33.0) years following the Change in Control) accrued but unpaid as of the Change in Control under any non-qualified pension plan, supplemental and/or incentive compensation or bonus plans, in which Executive was a participant as of the date of the Change in Control and will be fully vested in the $700,000 retirement benefit provided under Section 4(f) hereofControl. Executive shall also receive a bonus or incentive compensation payment (the "“bonus payment"”) equal to 25065% of his then Base Salary, pro-rated as of the effective date of the termination. The bonus payment shall be payable within five(5five (5) days after the Change in Control or, if later, within five (5) days following the date the Executive ceases to be Chief Executive Officer Vice President of the Company. Subject to Executive's right to terminate for Good Reason, which Executive and shall fully retain, Executive agrees to continue to serve as Chief Executive Officer be in lieu of any bonus the Company for at least a one-year period following a Change in Control before exercising Executive's right Employee would otherwise be entitled to receive compensation payable following a Change in Control pursuant to this Section 7 (aunder Paragraph 6(b)(i) or Paragraph 6(e)(v). For purposes of this Agreement, following a Change in Control, the term "“Company" ” shall include the entity surviving such Change in Control.
Appears in 1 contract
