Payments Upon Termination of Employment. (a) In the event of any termination of the Executive's employment during the term of this Agreement, if such termination is (1) by the Executive pursuant to Section 7(c), above, or (2) by Eastern pursuant to Section 7(b) above, Eastern shall pay to the Executive the sum of the following amounts within 30 days of such termination (provided, that if such termination of employment occurs after the Effective Date but before the Change of Control, the Executive shall be entitled to the payments described at (i), (ii) and (iii) below only upon consummation of the Change of Control): (i) a lump sum cash amount equal to the product of three (3) times the annual rate at which the Executive was being paid base salary immediately prior to such termination or immediately prior to the Effective Date, if greater; (ii) a lump sum cash amount equal to the product of three (3) times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination or times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the Effective Date if higher; provided, that for purposes of determining the Executive's target benefit for any portion of an award opportunity as to which no target amount is specified, (A) if the portion of the award opportunity as to which no target benefit is specified is a financial award opportunity, then the target benefit for such portion shall be 66 2/3% of the maximum award opportunity for such portion, and (B) if the portion of the award opportunity as to which no target benefit is specified is a management objective or "MBO" award opportunity, then the target benefit for such portion shall be 75% of the maximum award opportunity for such portion; and further provided, that the Executive's total target benefit or benefits will equal the sum of the separate portions of the award opportunity as hereinabove determined; and (iii) a lump sum cash amount equal to the product of the Executive's total target benefit or benefits (as described at paragraph (ii) above, but determined solely by reference to the annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination) times a fraction, the numerator of which is the number of days elapsed in such bonus or incentive period prior to the date of termination, and the denominator of which is three hundred sixty-five (365). In addition, upon termination of employment Eastern shall promptly pay to the Executive any salary, bonuses, or other payments earned by the Executive but not yet paid as of the date of termination. (b) For a period of thirty-six (36) months commencing with the month in which a termination described in (a)(1) or (a)(2) above shall have occurred, the Executive and the Executive's family shall continue to be entitled to participate in Eastern's medical, dental, life-insurance, disability and other welfare benefit plans and programs at a level of benefits at least as favorable to the Executive and the Executive's family, and on terms at least as favorable to the Executive and the Executive's family, as were available to the Executive and the Executive's family immediately prior to termination or immediately prior to the Effective Date (whichever is more favorable to the Executive and the Executive's family). For purposes of any such benefit that is based on the Executive's length of employment, the Executive shall be deemed credited with three (3) additional years of employment. For purposes of any such benefit that is based on the Executive's average compensation, the average taken into account shall not be less than the average that would be determined by assuming continued base salary and bonus or incentive payments for a period of three (3) years at the rates described at Section 9(a) above, and for purposes of any such benefit that is based on the Executive's compensation at termination of employment, there shall be taken into account the higher of the Executive's compensation at termination or the Executive's compensation immediately prior to the Effective Date. To the extent the continuation of benefits described in this paragraph cannot be accommodated under the plans or programs of Eastern then in effect, Eastern shall provide for substantially equivalent alternative coverage and benefits for the Executive and the Executive's family. Notwithstanding the foregoing, Eastern shall not be obligated to provide a benefit or coverage under the preceding provisions of this paragraph to the extent an equivalent or better benefit or coverage is available to the Executive or the Executive's family, on a basis that is at least as favorable to the Executive and the Executive's family, under a plan or program of another employer. Immediately following the termination of the benefits provided under this Section 9(b) whenever occurring (or at any earlier time subsequent to the termination of employment giving rise to such benefits), Eastern shall provide or cause to be provided to the Executive and the Executive's family retiree health, dental, life and other retiree benefits, in each case not less favorable (and on terms not less favorable) to the Executive and the Executive's family than those available to eligible retirees and their families under the retiree benefit program of similar type (for example, retiree medical benefits or retiree life insurance) as in effect (i) immediately prior to the date of the termination of the Executive's employment if immediately prior to that date the benefits available under that program to eligible retirees and their families were more favorable (and were made available on terms that were more favorable) than the benefits and terms, if any, available to eligible retirees and their families under that program as in effect immediately prior to the Effective Date, or (ii) in all other cases, the Effective Date; provided, that the Executive and the Executive's family shall be eligible for retiree benefits under this sentence only if the Executive would have been eligible to participate in the retiree program of similar type (as in effect immediately prior to the Effective Date or immediately prior to the termination of the Executive's employment, whichever provided for more liberal eligibility requirements) if (A) such program had continued unchanged and the Executive had continued in employment through the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), and (B) the Executive had then retired. For purposes of applying the immediately preceding sentence, any minimum age requirement applicable to the Executive for participation in a retiree benefit program of Eastern or its subsidiaries shall be deemed satisfied if, as of the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), the Executive is or would have been at least age 52. Nothing in this paragraph shall be construed as requiring Eastern to pay severance in addition to the payments and benefits otherwise provided for in this Agreement. (c) If the Executive so requests in connection with a termination described in (a)(1) or (a)(2) above, Eastern will pay in accordance with prior practice the costs of an out-placement service used by the Executive as a result of such termination. (d) Upon termination of the Executive's employment under this Agreement for any reason, the Executive shall have the right to purchase the automobile, if any, supplied to the Executive by Eastern or its subsidiaries in connection with the Executive's employment, or any automobile substituted therefor with the Executive's approval, at its "blue book" value.
Appears in 2 contracts
Samples: Officer Change of Control Agreement (Eastern Enterprises), Officer Change of Control Agreement (Eastern Enterprises)
Payments Upon Termination of Employment. (a) In the event of any termination of the Executive's employment during the term of this Agreement, if such termination is (1) by the Executive pursuant to Section 7(c), above, or (2) by Eastern pursuant to Section 7(b) above, Eastern shall pay to the Executive the sum of the following amounts within 30 days of such termination (provided, that if such termination of employment occurs after the Effective Date but before the Change of Control, the Executive shall be entitled to the payments described at (i), (ii) and (iii) below only upon consummation of the Change of Control):
(i) a lump sum cash amount equal to the product of three (3) times the annual rate at which the Executive was being paid base salary immediately prior to such termination or immediately prior to the Effective Date, if greater;
(ii) a lump sum cash amount equal to the product of three (3) times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination or times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the Effective Date if higher; provided, that for purposes of determining the Executive's target benefit for any portion of an award opportunity as to which no target amount is specified, (A) if the portion of the award opportunity as to which no target benefit is specified is a financial award opportunity, then the target benefit for such portion shall be 66 2/3% of the maximum award opportunity for such portion, and (B) if the portion of the award opportunity as to which no target benefit is specified is a management objective or "MBO" award opportunity, then the target benefit for such portion shall be 75% of the maximum award opportunity for such portion; and further provided, that the Executive's total target benefit or benefits will equal the sum of the separate portions of the award opportunity as hereinabove determined; and
(iii) a lump sum cash amount equal to the product of (A) the Executive's total target benefit or benefits for the bonus or incentive period or periods that include the date of termination (as described at paragraph (ii) above, but determined solely by reference to under the annual bonus or incentive plan or plans in which the Executive was participating for at the period including the date time of termination), times a (B) times a fraction, the numerator of which is the number of days elapsed in such bonus or incentive period or periods prior to the date of termination, and the denominator of which is three hundred sixty-five (365). In addition, upon termination of employment Eastern shall promptly pay to the Executive any salary, bonuses, or other payments earned by the Executive but not yet paid as of the date of termination.
(b) For a period of thirty-six (36) months commencing with the month in which a termination described in (a)(1) or (a)(2) above shall have occurred, the Executive and the Executive's family shall continue to be entitled to participate in Eastern's medical, dental, life-insurance, disability and other welfare benefit plans and programs at a level of benefits at least as favorable to the Executive and the Executive's family, and on terms at least as favorable to the Executive and the Executive's family, as were available to the Executive and the Executive's family immediately prior to termination or immediately prior to the Effective Date (whichever is more favorable to the Executive and the Executive's family). For purposes of any such benefit that is based on the Executive's length of employment, the Executive shall be deemed credited with three (3) additional years of employment. For purposes of any such benefit that is based on the Executive's average compensation, the average taken into account shall not be less than the average that would be determined by assuming continued base salary and bonus or incentive payments for a period of three (3) years at the rates described at Section 9(a) above, and for purposes of any such benefit that is based on the Executive's compensation at termination of employment, there shall be taken into account the higher of the Executive's compensation at termination or the Executive's compensation immediately prior to the Effective Date. To the extent the continuation of benefits described in this paragraph cannot be accommodated under the plans or programs of Eastern then in effect, Eastern shall provide for substantially equivalent alternative coverage and benefits for the Executive and the Executive's family. Notwithstanding the foregoing, Eastern shall not be obligated to provide a benefit or coverage under the preceding provisions of this paragraph to the extent an equivalent or better benefit or coverage is available to the Executive or the Executive's family, on a basis that is at least as favorable to the Executive and the Executive's family, under a plan or program of another employer. Immediately following the termination of the benefits provided under this Section 9(b) whenever occurring (or at any earlier time subsequent to the termination of employment giving rise to such benefits), Eastern shall provide or cause to be provided to the Executive and the Executive's family retiree health, dental, life and other retiree benefits, in each case not less favorable (and on terms not less favorable) to the Executive and the Executive's family than those available to eligible retirees and their families under the retiree benefit program of similar type (for example, retiree medical benefits or retiree life insurance) as in effect (i) immediately prior to the date of the termination of the Executive's employment if immediately prior to that date the benefits available under that program to eligible retirees and their families were more favorable (and were made available on terms that were more favorable) than the benefits and terms, if any, available to eligible retirees and their families under that program as in effect immediately prior to the Effective Date, or (ii) in all other cases, the Effective Date; provided, that the Executive and the Executive's family shall be eligible for retiree benefits under this sentence only if the Executive would have been eligible to participate in the retiree program of similar type (as in effect immediately prior to the Effective Date or immediately prior to the termination of the Executive's employment, whichever provided for more liberal eligibility requirements) if (A) such program had continued unchanged and the Executive had continued in employment through the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), and (B) the Executive had then retired. For purposes of applying the immediately preceding sentence, any minimum age requirement applicable to the Executive for participation in a retiree benefit program of Eastern or its subsidiaries shall be deemed satisfied if, as of the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), the Executive is or would have been at least age 52. Nothing in this paragraph shall be construed as requiring Eastern to pay severance in addition to the payments and benefits otherwise provided for in this Agreement.
(c) If the Executive so requests in connection with a termination described in (a)(1) or (a)(2) above, Eastern will pay in accordance with prior practice the costs of an out-placement service used by the Executive as a result of such termination.
(d) Upon termination of the Executive's employment under this Agreement for any reason, the Executive shall have the right to purchase the automobile, if any, supplied to the Executive by Eastern or its subsidiaries in connection with the Executive's employment, or any automobile substituted therefor with the Executive's approval, at its "blue book" value.
Appears in 2 contracts
Samples: Executive Employment Agreement (Eastern Enterprises), Executive Employment Agreement (Eastern Enterprises)
Payments Upon Termination of Employment. (a) In the event of any termination of the Executive's employment during the term of this Agreement, if such termination is (1) by the Executive pursuant to Section 7(c), above, or (2) by Eastern Boston Gas pursuant to Section 7(b) above, Eastern Boston Gas shall pay to the Executive the sum of the following amounts within 30 days of such termination (provided, that if such termination of employment occurs after the Effective Date but before the Change of Control, the Executive shall be entitled to the payments described at (i), (ii) and (iii) below only upon consummation of the Change of Control):
(i) a lump sum cash amount equal to the product of three (3) times the annual rate at which the Executive was being paid base salary immediately prior to such termination or immediately prior to the Effective Date, if greater;
(ii) a lump sum cash amount equal to the product of three (3) times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination or times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the Effective Date if higher; provided, that for purposes of determining the Executive's target benefit for any portion of an award opportunity as to which no target amount is specified, (A) if the portion of the award opportunity as to which no target benefit is specified is a financial award opportunity, then the target benefit for such portion shall be 66 2/3% of the maximum award opportunity for such portion, and (B) if the portion of the award opportunity as to which no target benefit is specified is a management objective or "MBO" award opportunity, then the target benefit for such portion shall be 75% of the maximum award opportunity for such portion; and further provided, that the Executive's total target benefit or benefits will equal the sum of the separate portions of the award opportunity as hereinabove determined; and
(iii) a lump sum cash amount equal to the product of the Executive's total target benefit or benefits (as described at paragraph (ii) above, but determined solely by reference to the annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination) times a fraction, the numerator of which is the number of days elapsed in such bonus or incentive period prior to the date of termination, and the denominator of which is three hundred sixty-five (365). In addition, upon termination of employment Eastern Boston Gas shall promptly pay to the Executive any salary, bonuses, or other payments earned by the Executive but not yet paid as of the date of termination.
(b) For a period of thirty-six (36) months commencing with the month in which a termination described in (a)(1) or (a)(2) above shall have occurred, the Executive and the Executive's family shall continue to be entitled to participate in Boston Gas's or Eastern's medical, dental, life-insurance, disability and other welfare benefit plans and programs at a level of benefits at least as favorable to the Executive and the Executive's family, and on terms at least as favorable to the Executive and the Executive's family, as were available to the Executive and the Executive's family immediately prior to termination or immediately prior to the Effective Date (whichever is more favorable to the Executive and the Executive's family). For purposes of any such benefit that is based on the Executive's length of employment, the Executive shall be deemed credited with three (3) additional years of employment. For purposes of any such benefit that is based on the Executive's average compensation, the average taken into account shall not be less than the average that would be determined by assuming continued base salary and bonus or incentive payments for a period of three (3) years at the rates described at Section 9(a) above, and for purposes of any such benefit that is based on the Executive's compensation at termination of employment, there shall be taken into account the higher of the Executive's compensation at termination or the Executive's compensation immediately prior to the Effective Date. To the extent the continuation of benefits described in this paragraph cannot be accommodated under the plans or programs of Boston Gas or Eastern then in effect, Eastern Boston Gas shall provide for substantially equivalent alternative coverage and benefits for the Executive and the Executive's family. Notwithstanding the foregoing, Eastern Boston Gas shall not be obligated to provide a benefit or coverage under the preceding provisions provision of this paragraph to the extent an equivalent or better benefit or coverage is available to the Executive or the Executive's family, on a basis that is at least as favorable to the Executive and the Executive's family, under a plan or program of another employer. Immediately following the termination of the benefits provided under this Section 9(b) whenever occurring (or at any earlier time subsequent to the termination of employment giving rise to such benefits), Eastern Boston Gas shall provide or cause to be provided to the Executive and the Executive's family retiree health, dental, life and other retiree benefits, in each case not less favorable (and on terms not less favorable) to the Executive and the Executive's family than those available to eligible retirees and their families under the retiree benefit program of similar type (for example, retiree medical benefits or retiree life insurance) as in effect (i) immediately prior to the date of the termination of the Executive's employment if immediately prior to that date the benefits available under that program to eligible retirees and their families were more favorable (and were made available on terms that were more favorable) than the benefits and terms, if any, available to eligible retirees and their families under that program as in effect immediately prior to the Effective Date, or (ii) in all other cases, the Effective Date; provided, that the Executive and the Executive's family shall be eligible for retiree benefits under this sentence only if the Executive would have been eligible to participate in the retiree program of similar type (as in effect immediately prior to the Effective Date or immediately prior to the termination of the Executive's employment, whichever provided for more liberal eligibility requirements) if (A) such program had continued unchanged and the Executive had continued in employment through the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), and (B) the Executive had then retired. For purposes of applying the immediately preceding sentence, any minimum age requirement applicable to the Executive for participation in a retiree benefit program of Eastern or its subsidiaries shall be deemed satisfied if, as of the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), the Executive is or would have been at least age 52. Nothing in this paragraph shall be construed as requiring Boston Gas or Eastern to pay severance in addition to the payments and benefits otherwise provided for in this Agreement.
(c) If the Executive so requests in connection with a termination described in (a)(1) or (a)(2) above, Eastern Boston Gas will pay in accordance with prior practice the costs of an out-placement service used by the Executive as a result of such termination.
(d) Upon termination of the Executive's employment under this Agreement for any reason, the Executive shall have the right to purchase the automobile, if any, supplied to the Executive by Eastern or its subsidiaries in connection with the Executive's employment, or any automobile substituted therefor with the Executive's approval, at its "blue book" value.
Appears in 1 contract
Samples: Officer Change of Control Agreement (Eastern Enterprises)
Payments Upon Termination of Employment. (a) In the event of any termination of the Executive's employment during the term of this Agreement, if such termination is (1) by the Executive pursuant to Section 7(c), above, or (2) by Eastern Boston Gas pursuant to Section 7(b) above, Eastern Boston Gas shall pay to the Executive the sum of the following amounts within 30 days of such termination (provided, that if such termination of employment occurs after the Effective Date but before the Change of Control, the Executive shall be entitled to the payments described at (i), (ii) and (iii) below only upon consummation of the Change of Control):
(i) a lump sum cash amount equal to the product of three two (32) times the annual rate at which the Executive was being paid base salary immediately prior to such termination or immediately prior to the Effective Date, if greater;
(ii) a lump sum cash amount equal to the product of three two (32) times the Executive's total target benefit or benefits under the Executive's annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination or times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the Effective Date if higher; provided, that for purposes of determining the Executive's target benefit for any portion of an award opportunity as to which no target amount is specified, (A) if the portion of the award opportunity as to which no target benefit is specified is a financial award opportunity, then the target benefit for such portion shall be 66 2/3662/3% of the maximum award opportunity for such portion, and (B) if the portion of the award opportunity as to which no target benefit is specified is a management objective or "MBO" award opportunity, then the target benefit for such portion shall be 75% of the maximum award opportunity for such portion; and further provided, that the Executive's total target benefit or benefits will equal the sum of the separate portions of the award opportunity as hereinabove determined; and
(iii) a lump sum cash amount equal to the product of the Executive's total target benefit or benefits (as described at paragraph (ii) above, but determined solely by reference to the annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination) times a fraction, the numerator of which is the number of days elapsed in such bonus or incentive period prior to the date of termination, and the denominator of which is three hundred sixty-five (365). In addition, upon termination of employment Eastern Boston Gas shall promptly pay to the Executive any salary, bonuses, or other payments earned by the Executive but not yet paid as of the date of termination.
(b) For a period of thirtytwenty-six four (3624) months commencing with the month in which a termination described in (a)(1) or (a)(2) above shall have occurred, the Executive and the Executive's family shall continue to be entitled to participate in Boston Gas's or Eastern's medical, dental, life-insurance, disability and other welfare benefit plans and programs at a level of benefits at least as favorable to the Executive and the Executive's family, and on terms at least as favorable to the Executive and the Executive's family, as were available to the Executive and the Executive's family immediately prior to termination or immediately prior to the Effective Date (whichever is more favorable to the Executive and the Executive's family). For purposes of any such benefit that is based on the Executive's length of employment, the Executive shall be deemed credited with three two (32) additional years of employment. For purposes of any such benefit that is based on the Executive's average compensation, the average taken into account shall not be less than the average that would be determined by assuming continued base salary and bonus or incentive payments for a period of three two (32) years at the rates described at Section 9(a) above, and for purposes of any such benefit that is based on the Executive's compensation at termination of employment, there shall be taken into account the higher of the Executive's compensation at termination or the Executive's compensation immediately prior to the Effective Date. To the extent the continuation of benefits described in this paragraph cannot be accommodated under the plans or programs of Boston Gas or Eastern then in effect, Eastern Boston Gas shall provide for substantially equivalent alternative coverage and benefits for the Executive and the Executive's family. Notwithstanding the foregoing, Eastern Boston Gas shall not be obligated to provide a benefit or coverage under the preceding provisions of this paragraph to the extent an equivalent or better benefit or coverage is available to the Executive or the Executive's family, on a basis that is at least as favorable to the Executive and the Executive's family, under a plan or program of another employer. Immediately following the termination of the benefits provided under this Section 9(b) whenever occurring (or at any earlier time subsequent to the termination of employment giving rise to such benefits), Eastern Boston Gas shall provide or cause to be provided to the Executive and the Executive's family retiree health, dental, life and other retiree benefits, in each case not less favorable (and on terms not less favorable) to the Executive and the Executive's family than those available to eligible retirees and their families under the retiree benefit program of similar type (for example, retiree medical benefits or retiree life insurance) as in effect (i) immediately prior to the date of the termination of the Executive's employment if immediately prior to that date the benefits available under that program to eligible retirees and their families were more favorable (and were made available on terms that were more favorable) than the benefits and terms, if any, available to eligible retirees and their families under that program as in effect immediately prior to the Effective Date, or (ii) in all other cases, the Effective Date; provided, that the Executive and the Executive's family shall be eligible for retiree benefits under this sentence only if the Executive would have been eligible to participate in the retiree program of similar type (as in effect immediately prior to the Effective Date or immediately prior to the termination of the Executive's employment, whichever provided for more liberal eligibility requirements) if (A) such program had continued unchanged and the Executive had continued in employment through the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), and (B) the Executive had then retired. For purposes of applying the immediately preceding sentence, any minimum age requirement applicable to the Executive for participation in a retiree benefit program of Eastern or its subsidiaries shall be deemed satisfied if, as of the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), the Executive is or would have been at least age 52. Nothing in this paragraph shall be construed as requiring Boston Gas or Eastern to pay severance in addition to the payments and benefits otherwise provided for in this Agreement.
(c) If the Executive so requests in connection with a termination described in (a)(1) or (a)(2) above, Eastern Boston Gas will pay in accordance with prior practice the costs of an out-placement service used by the Executive as a result of such termination.
(d) Upon termination of the Executive's employment under this Agreement for any reason, the Executive shall have the right to purchase the automobile, if any, supplied to the Executive by Eastern or its subsidiaries in connection with the Executive's employment, or any automobile substituted therefor with the Executive's approval, at its "blue book" value.
Appears in 1 contract
Payments Upon Termination of Employment. (a) In the event of any termination of the Executive's employment during the term of this Agreement, if such termination is (1) by the Executive pursuant to Section 7(c), ) above, or (2) by Eastern pursuant to Section 7(b) above, Eastern shall pay to the Executive the sum of the following amounts within 30 days of such termination (provided, that if such termination of employment occurs after the Effective Date but before the Change of Control, the Executive shall be entitled to the payments described at (i), (ii) and (iii) below only upon consummation of the Change of Control):
(i) a lump sum cash amount equal to the product of three (3) times the annual rate at which the Executive was being paid base salary immediately prior to such termination or immediately prior to the Effective Date, if greater;
(ii) a lump sum cash amount equal to the product of three (3) times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination or three (3) times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the Effective Date Date, if higher; provided, that for purposes of determining the Executive's target benefit for any portion of an award opportunity as to which no target amount is specified, (A) if the portion of the award opportunity as to which no target benefit is specified is a financial award opportunity, then the target benefit for such portion shall be 66 2/3% of the maximum award opportunity for such portion, and (B) if the portion of the award opportunity as to which no target benefit is specified is a management objective or "MBO" award opportunity, then the target benefit for such portion shall be 75% of the maximum award opportunity for such portion; and further provided, that the Executive's total target benefit or benefits will equal the sum of the separate portions of the award opportunity as hereinabove determined; and
(iii) a lump sum cash amount equal to the product of the Executive's total target benefit or benefits (as described at paragraph (ii) above, but determined solely by reference to the annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination) times a fraction, the numerator of which is the number of days elapsed in such bonus or incentive period prior to the date of termination, and the denominator of which is three hundred sixty-five (365). In addition, upon termination of employment Eastern shall promptly pay to the Executive any salary, bonuses, or other payments earned by the Executive but not yet paid as of the date of termination.
(b) For a period of thirty-six (36) months commencing with the month in which a termination described in (a)(1) or (a)(2) above shall have occurred, the Executive and the Executive's family shall continue to be entitled to participate in Eastern's medical, dental, life-insurance, disability and other welfare benefit plans and programs at a level of benefits at least as favorable to the Executive and the Executive's family, and on terms at least as favorable to the Executive and the Executive's family, as were available to the Executive and the Executive's family immediately prior to termination or immediately prior to the Effective Date (whichever is more favorable to the Executive and the Executive's family). For purposes of any such benefit that is based on the Executive's length of employment, the Executive shall be deemed credited with three (3) additional years of employment. For purposes of any such benefit that is based on the Executive's average compensation, the average taken into account shall not be less than the average that would be determined by assuming continued base salary and bonus or incentive payments for a period of three (3) years at the rates described at Section 9(a) above, and for purposes of any such benefit that is based on the Executive's compensation at termination of employment, there shall be taken into account the higher of the Executive's compensation at termination or the Executive's compensation immediately prior to the Effective Date. To the extent the continuation of benefits described in this paragraph cannot be accommodated under the plans or programs of Eastern then in effect, Eastern shall provide for substantially equivalent alternative coverage and benefits for the Executive and the Executive's family. Notwithstanding the foregoing, Eastern shall not be obligated to provide a benefit or coverage under the preceding provisions of this paragraph to the extent an equivalent or better benefit or coverage is available to the Executive or the Executive's family, on a basis that is at least as favorable to the Executive and the Executive's family, under a plan or program of another employer. Immediately following the termination of the benefits provided under this Section 9(b) whenever occurring (or at any earlier time subsequent to the termination of employment giving rise to such benefits), Eastern shall provide or cause to be provided to the Executive and the Executive's family retiree health, dental, life and other retiree benefits, in each case not less favorable (and on terms not less favorable) to the Executive and the Executive's family than those available to eligible retirees and their families under the retiree benefit program of similar type (for example, retiree medical benefits or retiree life insurance) as in effect (i) immediately prior to the date of the termination of the Executive's employment if immediately prior to that date the benefits available under that program to eligible retirees and their families were more favorable (and were made available on terms that were more favorable) than the benefits and terms, if any, available to eligible retirees and their families under that program as in effect immediately prior to the Effective Date, or (ii) in all other cases, the Effective Date; provided, that the Executive and the Executive's family shall be eligible for retiree benefits under this sentence only if the Executive would have been eligible to participate in the retiree program of similar type (as in effect immediately prior to the Effective Date or immediately prior to the termination of the Executive's employment, whichever provided for more liberal eligibility requirements) if (A) such program had continued unchanged and the Executive had continued in employment through the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), and (B) the Executive had then retired. For purposes of applying the immediately preceding sentence, any minimum age requirement applicable to the Executive for participation in a retiree benefit program of Eastern or its subsidiaries shall be deemed satisfied if, as of the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), the Executive is or would have been at least age 52. Nothing in this paragraph shall be construed as requiring Eastern to pay severance in addition to the payments and benefits otherwise provided for in this Agreement.
(c) If the Executive so requests in connection with a termination described in (a)(1) or (a)(2) above, Eastern will pay in accordance with prior practice the costs of an out-placement service used by the Executive as a result of such termination.
(d) Upon termination of the Executive's employment under this Agreement for any reason, the Executive shall have the right to purchase the automobile, if any, supplied to the Executive by Eastern or its subsidiaries in connection with the Executive's employment, or any automobile substituted therefor with the Executive's approval, at its "blue book" value.
Appears in 1 contract
Samples: Officer Change of Control Agreement (Eastern Enterprises)
Payments Upon Termination of Employment. (a) In the event of any termination of the Executive's employment during the term of this Agreement, if such termination is (1) by the Executive pursuant to Section 7(c), above, or (2) by Eastern pursuant to Section 7(b) above, Eastern shall pay to the Executive the sum of the following amounts within 30 days of such termination (provided, that if such termination of employment occurs after the Effective Date but before the Change of Control, the Executive shall be entitled to the payments described at (i), (ii) and (iii) below only upon consummation of the Change of Control):
(i) a lump sum cash amount equal to the product of three (3) times the annual rate at which the Executive was being paid base salary immediately prior to such termination or immediately prior to the Effective Date, if greater;
(ii) a lump sum cash amount equal to the product of three (3) times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination or times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the Effective Date if higher; provided, that for purposes of determining the Executive's target benefit for any portion of an award opportunity as to which no target amount is specified, (A) if the portion of the award opportunity as to which no target benefit is specified is a financial award opportunity, then the target benefit for such portion shall be 66 2/3% of the maximum award opportunity for such portion, and (B) if the portion of the award opportunity as to which no target benefit is specified is a management objective or "MBO" award opportunity, then the target benefit for such portion shall be 75% of the maximum award opportunity for such portion; and further provided, that the Executive's total target benefit or benefits will equal the sum of the separate portions of the award opportunity as hereinabove determined; and
(iii) a lump sum cash amount equal to the product of the Executive's total target benefit or benefits (as described at paragraph (ii) above, but determined solely by reference to the annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination) times a fraction, the numerator of which is the number of days elapsed in such bonus or incentive period prior to the date of termination, and the denominator of which is three hundred sixty-five (365). In addition, upon termination of employment Eastern shall promptly pay to the Executive any salary, bonuses, or other payments earned by the Executive but not yet paid as of the date of termination.
(b) For a period of thirty-six (36) months commencing with the month in which a termination described in (a)(1) or (a)(2) above shall have occurred, the Executive and the Executive's family shall continue to be entitled to participate in Eastern's medical, dental, life-insurance, disability and other welfare benefit plans and programs at a level of benefits at least as favorable to the Executive and the Executive's family, and on terms at least as favorable to the Executive and the Executive's family, as were available to the Executive and the Executive's family immediately prior to termination or immediately prior to the Effective Date (whichever is more favorable to the Executive and the Executive's family). For purposes of any such benefit that is based on the Executive's length of employment, the Executive shall be deemed credited with three (3) additional years of employment. For purposes of any such benefit that is based on the Executive's average compensation, the average taken into account shall not be less than the average that would be determined by assuming continued base salary and bonus or incentive payments for a period of three (3) years at the rates described at Section 9(a) above, and for purposes of any such benefit that is based on the Executive's compensation at termination of employment, there shall be taken into account the higher of the Executive's compensation at termination or the Executive's compensation immediately prior to the Effective Date. To the extent the continuation of benefits described in this paragraph cannot be accommodated under the plans or programs of Eastern then in effect, Eastern shall provide for substantially equivalent alternative coverage and benefits for the Executive and the Executive's family. Notwithstanding the foregoing, Eastern shall not be obligated to provide a benefit or coverage under the preceding provisions of this paragraph to the extent an equivalent or better benefit or coverage is available to the Executive or the Executive's family, on a basis that is at least as favorable to the Executive and the Executive's family, under a plan or program of another employer. Immediately following the termination of the benefits provided under this Section 9(b) whenever occurring (or at any earlier time subsequent to the termination of employment giving rise to such benefits), Eastern shall provide or cause to be provided to the Executive and the Executive's family retiree health, dental, life and other retiree benefits, in each case not less favorable (and on terms not less favorable) to the Executive and the Executive's family than those available to eligible retirees and their families under the retiree benefit program of similar type (for example, retiree medical benefits or retiree life insurance) as in effect (i) immediately prior to the date of the termination of the Executive's employment if immediately prior to that date the benefits available under that program to eligible retirees and their families were more favorable (and were made available on terms that were more favorable) than the benefits and terms, if any, available to eligible retirees and their families under that program as in effect immediately prior to the Effective Date, or (ii) in all other cases, the Effective Date; provided, that the Executive and the Executive's family shall be eligible for retiree benefits under this sentence only if the Executive would have been eligible to participate in the retiree program of similar type (as in effect immediately prior to the Effective Date or immediately prior to the termination of the Executive's employment, whichever provided for more liberal eligibility requirements) if (A) such program had continued unchanged and the Executive had continued in employment through the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), and (B) the Executive had then retired. For purposes of applying the immediately preceding sentence, any minimum age requirement applicable to the Executive for participation in a retiree benefit program of Eastern or its subsidiaries shall be deemed satisfied if, as of the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), the Executive is or would have been at least age 52. Nothing in this paragraph shall be construed as requiring Eastern to pay severance in addition to the payments and benefits otherwise provided for in this Agreement. For a period of twenty-four (24) months commencing with the month in which a termination described in (a)(1) or (a)(2) above shall have occurred, the Executive will have the continued use of the company provided vehicle used by the Executive at the time of his termination of employment. During such period, Eastern will provide insurance coverage for such vehicle but the Executive will be responsible, at his own expense, for all normal costs of operation and maintenance. At the end of such period, Eastern will afford the Executive the opportunity to purchase said vehicle at its "blue book" value, determined on the basis of the most recently issued list of such values.
(c) If the Executive so requests in connection with a termination described in (a)(1) or (a)(2) above, Eastern will pay in accordance with prior practice the costs of an out-placement service used by the Executive as a result of such termination.
(d) Upon termination of the Executive's employment under this Agreement for any reason, the Executive shall have the right to purchase the automobile, if any, supplied to the Executive by Eastern or its subsidiaries in connection with the Executive's employment, or any automobile substituted therefor with the Executive's approval, at its "blue book" value.
Appears in 1 contract
Samples: Officer Change of Control Agreement (Eastern Enterprises)
Payments Upon Termination of Employment. (a) In the event of any termination of the Executive's employment during the term of this Agreement, if such termination is (1) by the Executive pursuant to Section 7(c), above, or (2) by Eastern Boston Gas pursuant to Section 7(b) above, Eastern Boston Gas shall pay to the Executive the sum of the following amounts within 30 days of such termination (provided, that if such termination of employment occurs after the Effective Date but before the Change of Control, the Executive shall be entitled to the payments described at (i), (ii) and (iii) below only upon consummation of the Change of Control):
(i) a lump sum cash amount equal to the product of three (3) times the annual rate at which the Executive was being paid base salary immediately prior to such termination or immediately prior to the Effective Date, if greater;
(ii) a lump sum cash amount equal to the product of three (3) times the Executive's total target benefit or benefits under the Executive's annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination or times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the Effective Date if higher; provided, that for purposes of determining the Executive's target benefit for any portion of an award opportunity as to which no target amount is specified, (A) if the portion of the award opportunity as to which no target benefit is specified is a financial award opportunity, then the target benefit for such portion shall be 66 2/3% of the maximum award opportunity for such portion, and (B) if the portion of the award opportunity as to which no target benefit is specified is a management objective or "MBO" award opportunity, then the target benefit for such portion shall be 75% of the maximum award opportunity for such portion; and further provided, that the Executive's total target benefit or benefits will equal the sum of the separate portions of the award opportunity as hereinabove determined; and
(iii) a lump sum cash amount equal to the product of (A) the Executive's total target benefit or benefits for the bonus or incentive period or periods that include the date of termination (as described at paragraph (ii) above, but determined solely by reference to under the annual bonus or incentive plan or plans in which the Executive was participating for at the period including the date time of termination), times a (B) times a fraction, the numerator of which is the number of days elapsed in such bonus or incentive period or periods prior to the date of termination, and the denominator of which is three hundred sixty-five (365). In addition, upon termination of employment Eastern Boston Gas shall promptly pay to the Executive any salary, bonuses, or other payments earned by the Executive but not yet paid as of the date of termination.
(b) For a period of thirty-six (36) months commencing with the month in which a termination described in (a)(1) or (a)(2) above shall have occurred, the Executive and the Executive's family shall continue to be entitled to participate in Boston Gas's or Eastern's medical, dental, life-insurance, disability and other welfare benefit plans and programs at a level of benefits at least as favorable to the Executive and the Executive's family, and on terms at least as favorable to the Executive and the Executive's family, as were available to the Executive and the Executive's family immediately prior to termination or immediately prior to the Effective Date (whichever is more favorable to the Executive and the Executive's family). For purposes of any such benefit that is based on the Executive's length of employment, the Executive shall be deemed credited with three (3) additional years of employment. For purposes of any such benefit that is based on the Executive's average compensation, the average taken into account shall not be less than the average that would be determined by assuming continued base salary and bonus or incentive payments for a period of three (3) years at the rates described at Section 9(a) above, and for purposes of any such benefit that is based on the Executive's compensation at termination of employment, there shall be taken into account the higher of the Executive's compensation at termination or the Executive's compensation immediately prior to the Effective Date. To the extent the continuation of benefits described in this paragraph cannot be accommodated under the plans or programs of Boston Gas or Eastern then in effect, Eastern Boston Gas shall provide for substantially equivalent alternative coverage and benefits for the Executive and the Executive's family. Notwithstanding the foregoing, Eastern Boston Gas shall not be obligated to provide a benefit or coverage under the preceding provisions of this paragraph to the extent an equivalent or better benefit or coverage is available to the Executive or the Executive's family, on a basis that is at least as favorable to the Executive and the Executive's family, under a plan or program of another employer. Immediately following the termination of the benefits provided under this Section 9(b) whenever occurring (or at any earlier time subsequent to the termination of employment giving rise to such benefits), Eastern shall provide or cause to be provided to the Executive and the Executive's family retiree health, dental, life and other retiree benefits, in each case not less favorable (and on terms not less favorable) to the Executive and the Executive's family than those available to eligible retirees and their families under the retiree benefit program of similar type (for example, retiree medical benefits or retiree life insurance) as in effect (i) immediately prior to the date of the termination of the Executive's employment if immediately prior to that date the benefits available under that program to eligible retirees and their families were more favorable (and were made available on terms that were more favorable) than the benefits and terms, if any, available to eligible retirees and their families under that program as in effect immediately prior to the Effective Date, or (ii) in all other cases, the Effective Date; provided, that the Executive and the Executive's family shall be eligible for retiree benefits under this sentence only if the Executive would have been eligible to participate in the retiree program of similar type (as in effect immediately prior to the Effective Date or immediately prior to the termination of the Executive's employment, whichever provided for more liberal eligibility requirements) if (A) such program had continued unchanged and the Executive had continued in employment through the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), and (B) the Executive had then retired. For purposes of applying the immediately preceding sentence, any minimum age requirement applicable to the Executive for participation in a retiree benefit program of Eastern or its subsidiaries shall be deemed satisfied if, as of the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), the Executive is or would have been at least age 52. Nothing in this paragraph shall be construed as requiring Boston Gas or Eastern to pay severance in addition to the payments and benefits otherwise provided for in this Agreement.
(c) If the Executive so requests in connection with a termination described in (a)(1) or (a)(2) above, Eastern will pay in accordance with prior practice the costs of an out-placement service used by the Executive as a result of such termination.
(d) Upon termination of the Executive's employment under this Agreement for any reason, the Executive shall have the right to purchase the automobile, if any, supplied to the Executive by Eastern or its subsidiaries in connection with the Executive's employment, or any automobile substituted therefor with the Executive's approval, at its "blue book" value.
Appears in 1 contract
Samples: Executive Employment Agreement (Eastern Enterprises)
Payments Upon Termination of Employment. (a) In the event of any termination of the Executive's employment during the term of this Agreement, if such termination is (1) by the Executive pursuant to Section 7(c), above, or (2) by Eastern Midland pursuant to Section 7(b) above, Eastern Midland shall pay to the Executive the sum of the following amounts within 30 days of such termination (provided, that if such termination of employment occurs after the Effective Date but before the Change of Control, the Executive shall be entitled to the payments described at (i), (ii) and (iii) below only upon consummation of the Change of Control):
(i) a lump sum cash amount equal to the product of three (3) times the annual rate at which the Executive was being paid base salary immediately prior to such termination or immediately prior to the Effective Date, if greater;
(ii) a lump sum cash amount equal to the product of three (3) times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination or times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the Effective Date if higher; provided, that for purposes of determining the Executive's target benefit for any portion of an award opportunity as to which no target amount is specified, (A) if the portion of the award opportunity as to which no target benefit is specified is a financial award opportunity, then the target benefit for such portion shall be 66 2/3% of the maximum award opportunity for such portion, and (B) if the portion of the award opportunity as to which no target benefit is specified is a management objective or "MBO" award opportunity, then the target benefit for such portion shall be 75% of the maximum award opportunity for such portion; and further provided, that the Executive's total target benefit or benefits will equal the sum of the separate portions of the award opportunity as hereinabove determined; and
(iii) a lump sum cash amount equal to the product of the Executive's total target benefit or benefits (as described at paragraph (ii) above, but determined solely by reference to the annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination) times a fraction, the numerator of which is the number of days elapsed in such bonus or incentive period prior to the date of termination, and the denominator of which is three hundred sixty-five (365). In addition, upon termination of employment Eastern Midland shall promptly pay to the Executive any salary, bonuses, or other payments earned by the Executive but not yet paid as of the date of termination.
(b) For a period of thirty-six (36) months commencing with the month in which a termination described in (a)(1) or (a)(2) above shall have occurred, the Executive and the Executive's family shall continue to be entitled to participate in Midland's or Eastern's medical, dental, life-insurance, disability and other welfare benefit plans and programs at a level of benefits at least as favorable to the Executive and the Executive's family, and on terms at least as favorable to the Executive and the Executive's family, as were available to the Executive and the Executive's family immediately prior to termination or immediately prior to the Effective Date (whichever is more favorable to the Executive and the Executive's family). For purposes of any such benefit that is based on the Executive's length of employment, the Executive shall be deemed credited with three (3) additional years of employment. For purposes of any such benefit that is based on the Executive's average compensation, the average taken into account shall not be less than the average that would be determined by assuming continued base salary and bonus or incentive payments for a period of three (3) years at the rates described at Section 9(a) above, and for purposes of any such benefit that is based on the Executive's compensation at termination of employment, there shall be taken into account the higher of the Executive's compensation at termination or the Executive's compensation immediately prior to the Effective Date. To the extent the continuation of benefits described in this paragraph cannot be accommodated under the plans or programs of Midland or Eastern then in effect, Eastern Midland shall provide for substantially equivalent alternative coverage and benefits for the Executive and the Executive's family. Notwithstanding the foregoing, Eastern Midland shall not be obligated to provide a benefit or coverage under the preceding provisions of this paragraph to the extent an equivalent or better benefit or coverage is available to the Executive or the Executive's family, on a basis that is at least as favorable to the Executive and the Executive's family, under a plan or program of another employer. Immediately following the termination of the benefits provided under this Section 9(b) whenever occurring (or at any earlier time subsequent to the termination of employment giving rise to such benefits), Eastern Midland shall provide or cause to be provided to the Executive and the Executive's family retiree health, dental, life and other retiree benefits, in each case not less favorable (and on terms not less favorable) to the Executive and the Executive's family than those available to eligible retirees and their families under the retiree benefit program of similar type (for example, retiree medical benefits or retiree life insurance) as in effect (i) immediately prior to the date of the termination of the Executive's employment if immediately prior to that date the benefits available under that program to eligible retirees and their families were more favorable (and were made available on terms that were more favorable) than the benefits and terms, if any, available to eligible retirees and their families under that program as in effect immediately prior to the Effective Date, or (ii) in all other cases, the Effective Date; provided, that the Executive and the Executive's family shall be eligible for retiree benefits under this sentence only if the Executive would have been eligible to participate in the retiree program of similar type (as in effect immediately prior to the Effective Date or immediately prior to the termination of the Executive's employment, whichever provided for more liberal eligibility requirements) if (A) such program had continued unchanged and the Executive had continued in employment through the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), and (B) the Executive had then retired. For purposes of applying the immediately preceding sentence, any minimum age requirement applicable to the Executive for participation in a retiree benefit program of Eastern or its subsidiaries shall be deemed satisfied if, as of the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), the Executive is or would have been at least age 52. Nothing in this paragraph shall be construed as requiring Midland or Eastern to pay severance in addition to the payments and benefits otherwise provided for in this Agreement.
(c) If the Executive so requests in connection with a termination described in (a)(1) or (a)(2) above, Eastern Midland will pay in accordance with prior practice the costs of an out-placement service used by the Executive as a result of such termination.
(d) Upon termination of the Executive's employment under this Agreement for any reason, the Executive shall have the right to purchase the automobile, if any, supplied to the Executive by Eastern or its subsidiaries in connection with the Executive's employment, or any automobile substituted therefor with the Executive's approval, at its "blue book" value.
Appears in 1 contract
Samples: Officer Change of Control Agreement (Eastern Enterprises)
Payments Upon Termination of Employment. (a) In the event of any termination of the Executive's employment during the term of this Agreement, if such termination is (1) by the Executive pursuant to Section 7(c), ) above, or (2) by Eastern pursuant to Section 7(b) above, Eastern shall pay to the Executive the sum of the following amounts within 30 days of such termination (provided, that if such termination of employment occurs after the Effective Date but before the Change of Control, the Executive shall be entitled to the payments described at (i), (ii) and (iii) below only upon consummation of the Change of Control):
(i) a lump sum cash amount equal to the product of three (3) times the annual rate at which the Executive was being paid base salary immediately prior to such termination or immediately prior to the Effective Date, if greater;
(ii) a lump sum cash amount equal to the product of three (3) times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination or three (3) times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the Effective Date Date, if higher; provided, that for purposes of determining the Executive's target benefit for any portion of an award opportunity as to which no target amount is specified, (A) if the portion of the award opportunity as to which no target benefit is specified is a financial award opportunity, then the target benefit for such portion shall be 66 2/3% of the maximum award opportunity for such portion, and (B) if the portion of the award opportunity as to which no target benefit is specified is a management objective or "MBO" award opportunity, then the target benefit for such portion shall be 75% of the maximum award opportunity for such portion; and further provided, that the Executive's total target benefit or benefits will equal the sum of the separate portions of the award opportunity as hereinabove determined; and
(iii) a lump sum cash amount equal to the product of (A) the Executive's total target benefit or benefits for the bonus or incentive period or periods that include the date of termination (as described at paragraph (ii) above, but determined solely by reference to under the annual bonus or incentive plan or plans in which the Executive was participating for at the period including the date time of termination), times a (B) times a fraction, the numerator of which is the number of days elapsed in such bonus or incentive period or periods prior to the date of termination, and the denominator of which is three hundred sixty-five (365). In addition, upon termination of employment Eastern shall promptly pay to the Executive any salary, bonuses, or other payments earned by the Executive but not yet paid as of the date of termination.
(b) For a period of thirty-six (36) months commencing with the month in which a termination described in (a)(1) or (a)(2) above shall have occurred, the Executive and the Executive's family shall continue to be entitled to participate in Eastern's medical, dental, life-insurance, disability and other welfare benefit plans and programs at a level of benefits at least as favorable to the Executive and the Executive's family, and on terms at least as favorable to the Executive and the Executive's family, as were available to the Executive and the Executive's family immediately prior to termination or immediately prior to the Effective Date (whichever is more favorable to the Executive and the Executive's family). For purposes of any such benefit that is based on the Executive's length of employment, the Executive shall be deemed credited with three (3) additional years of employment. For purposes of any such benefit that is based on the Executive's average compensation, the average taken into account shall not be less than the average that would be determined by assuming continued base salary and bonus or incentive payments for a period of three (3) years at the rates described at Section 9(a) above, and for purposes of any such benefit that is based on the Executive's compensation at termination of employment, there shall be taken into account the higher of the Executive's compensation at termination or the Executive's compensation immediately prior to the Effective Date. To the extent the continuation of benefits described in this paragraph cannot be accommodated under the plans or programs of Eastern then in effect, Eastern shall provide for substantially equivalent alternative coverage and benefits for the Executive and the Executive's family. Notwithstanding the foregoing, Eastern shall not be obligated to provide a benefit or coverage under the preceding provisions of this paragraph to the extent an equivalent or better benefit or coverage is available to the Executive or the Executive's family, on a basis that is at least as favorable to the Executive and the Executive's family, under a plan or program of another employer. Immediately following the termination of the benefits provided under this Section 9(b) whenever occurring (or at any earlier time subsequent to the termination of employment giving rise to such benefits), Eastern shall provide or cause to be provided to the Executive and the Executive's family retiree health, dental, life and other retiree benefits, in each case not less favorable (and on terms not less favorable) to the Executive and the Executive's family than those available to eligible retirees and their families under the retiree benefit program of similar type (for example, retiree medical benefits or retiree life insurance) as in effect (i) immediately prior to the date of the termination of the Executive's employment if immediately prior to that date the benefits available under that program to eligible retirees and their families were more favorable (and were made available on terms that were more favorable) than the benefits and terms, if any, available to eligible retirees and their families under that program as in effect immediately prior to the Effective Date, or (ii) in all other cases, the Effective Date; provided, that the Executive and the Executive's family shall be eligible for retiree benefits under this sentence only if the Executive would have been eligible to participate in the retiree program of similar type (as in effect immediately prior to the Effective Date or immediately prior to the termination of the Executive's employment, whichever provided for more liberal eligibility requirements) if (A) such program had continued unchanged and the Executive had continued in employment through the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), and (B) the Executive had then retired. For purposes of applying the immediately preceding sentence, any minimum age requirement applicable to the Executive for participation in a retiree benefit program of Eastern or its subsidiaries shall be deemed satisfied if, as of the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), the Executive is or would have been at least age 52. Nothing in this paragraph shall be construed as requiring Eastern to pay severance in addition to the payments and benefits otherwise provided for in this Agreement.
(c) If the Executive so requests in connection with a termination described in (a)(1) or (a)(2) above, Eastern will pay in accordance with prior practice the costs of an out-placement service used by the Executive as a result of such termination.
(d) Upon termination of the Executive's employment under this Agreement for any reason, the Executive shall have the right to purchase the automobile, if any, supplied to the Executive by Eastern or its subsidiaries in connection with the Executive's employment, or any automobile substituted therefor with the Executive's approval, at its "blue book" value.
Appears in 1 contract
Payments Upon Termination of Employment. (a) In the event of any termination of the Executive's employment during the term of this Agreement, if such termination is (1) by the Executive pursuant to Section 7(c), above, or (2) by Eastern Midland pursuant to Section 7(b) above, Eastern Midland shall pay to the Executive the sum of the following amounts within 30 days of such termination (provided, that if such termination of employment occurs after the Effective Date but before the Change of Control, the Executive shall be entitled to the payments described at (i), (ii) and (iii) below only upon consummation of the Change of Control):
(i) a lump sum cash amount equal to the product of three (3) times the annual rate at which the Executive was being paid base salary immediately prior to such termination or immediately prior to the Effective Date, if greater;
(ii) a lump sum cash amount equal to the product of three (3) times the Executive's total target benefit or benefits under the Executive's annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination or times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the Effective Date if higher; provided, that for purposes of determining the Executive's target benefit for any portion of an award opportunity as to which no target amount is specified, (A) if the portion of the award opportunity as to which no target benefit is specified is a financial award opportunity, then the target benefit for such portion shall be 66 2/3% of the maximum award opportunity for such portion, and (B) if the portion of the award opportunity as to which no target benefit is specified is a management objective or "MBO" award opportunity, then the target benefit for such portion shall be 75% of the maximum award opportunity for such portion; and further provided, that the Executive's total target benefit or benefits will equal the sum of the separate portions of the award opportunity as hereinabove determined; and
(iii) a lump sum cash amount equal to the product of (A) the Executive's total target benefit or benefits for the bonus or incentive period or periods that include the date of termination (as described at paragraph (ii) above, but determined solely by reference to under the annual bonus or incentive plan or plans in which the Executive was participating for at the period including the date time of termination), times a (B) times a fraction, the numerator of which is the number of days elapsed in such bonus or incentive period or periods prior to the date of termination, and the denominator of which is three hundred sixty-five (365). In addition, upon termination of employment Eastern Midland shall promptly pay to the Executive any salary, bonuses, or other payments earned by the Executive but not yet paid as of the date of termination.
(b) For a period of thirty-six (36) months commencing with the month in which a termination described in (a)(1) or (a)(2) above shall have occurred, the Executive and the Executive's family shall continue to be entitled to participate in Midland's or Eastern's medical, dental, life-insurance, disability and other welfare benefit plans and programs at a level of benefits at least as favorable to the Executive and the Executive's family, and on terms at least as favorable to the Executive and the Executive's family, as were available to the Executive and the Executive's family immediately prior to termination or immediately prior to the Effective Date (whichever is more favorable to the Executive and the Executive's family). For purposes of any such benefit that is based on the Executive's length of employment, the Executive shall be deemed credited with three (3) additional years of employment. For purposes of any such benefit that is based on the Executive's average compensation, the average taken into account shall not be less than the average that would be determined by assuming continued base salary and bonus or incentive payments for a period of three (3) years at the rates described at Section 9(a) above, and for purposes of any such benefit that is based on the Executive's compensation at termination of employment, there shall be taken into account the higher of the Executive's compensation at termination or the Executive's compensation immediately prior to the Effective Date. To the extent the continuation of benefits described in this paragraph cannot be accommodated under the plans or programs of Midland or Eastern then in effect, Eastern Midland shall provide for substantially equivalent alternative coverage and benefits for the Executive and the Executive's family. Notwithstanding the foregoing, Eastern Midland shall not be obligated to provide a benefit or coverage under the preceding provisions of this paragraph to the extent an equivalent or better benefit or coverage is available to the Executive or the Executive's family, on a basis that is at least as favorable to the Executive and the Executive's family, under a plan or program of another employer. Immediately following the termination of the benefits provided under this Section 9(b) whenever occurring (or at any earlier time subsequent to the termination of employment giving rise to such benefits), Eastern shall provide or cause to be provided to the Executive and the Executive's family retiree health, dental, life and other retiree benefits, in each case not less favorable (and on terms not less favorable) to the Executive and the Executive's family than those available to eligible retirees and their families under the retiree benefit program of similar type (for example, retiree medical benefits or retiree life insurance) as in effect (i) immediately prior to the date of the termination of the Executive's employment if immediately prior to that date the benefits available under that program to eligible retirees and their families were more favorable (and were made available on terms that were more favorable) than the benefits and terms, if any, available to eligible retirees and their families under that program as in effect immediately prior to the Effective Date, or (ii) in all other cases, the Effective Date; provided, that the Executive and the Executive's family shall be eligible for retiree benefits under this sentence only if the Executive would have been eligible to participate in the retiree program of similar type (as in effect immediately prior to the Effective Date or immediately prior to the termination of the Executive's employment, whichever provided for more liberal eligibility requirements) if (A) such program had continued unchanged and the Executive had continued in employment through the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), and (B) the Executive had then retired. For purposes of applying the immediately preceding sentence, any minimum age requirement applicable to the Executive for participation in a retiree benefit program of Eastern or its subsidiaries shall be deemed satisfied if, as of the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), the Executive is or would have been at least age 52. Nothing in this paragraph shall be construed as requiring Midland or Eastern to pay severance in addition to the payments and benefits otherwise provided for in this Agreement.
(c) If the Executive so requests in connection with a termination described in (a)(1) or (a)(2) above, Eastern will pay in accordance with prior practice the costs of an out-placement service used by the Executive as a result of such termination.
(d) Upon termination of the Executive's employment under this Agreement for any reason, the Executive shall have the right to purchase the automobile, if any, supplied to the Executive by Eastern or its subsidiaries in connection with the Executive's employment, or any automobile substituted therefor with the Executive's approval, at its "blue book" value.
Appears in 1 contract
Samples: Executive Employment Agreement (Eastern Enterprises)
Payments Upon Termination of Employment. (a) In the event of any termination of the Executive's employment during the term of this Agreement, if such termination is (1) by the Executive pursuant to Section 7(c), above, or (2) by Eastern pursuant to Section 7(b) above, Eastern shall pay to the Executive the sum of the following amounts within 30 days of such termination (provided, that if such termination of employment occurs after the Effective Date but before the Change of Control, the Executive shall be entitled to the payments described at (i), (ii) and (iii) below only upon consummation of the Change of Control):
(i) a lump sum cash amount equal to the product of three (3) times the annual rate at which the Executive was being paid base salary immediately prior to such termination or immediately prior to the Effective Date, if greater;
(ii) a lump sum cash amount equal to the product of three (3) times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination or times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the Effective Date if higher; provided, that for purposes of determining the Executive's target benefit for any portion of an award opportunity as to which no target amount is specified, (A) if the portion of the award opportunity as to which no target benefit is specified is a financial award opportunity, then the target benefit for such portion shall be 66 2/3% of the maximum award opportunity for such portion, and (B) if the portion of the award opportunity as to which no target benefit is specified is a management objective or "MBO" award opportunity, then the target benefit for such portion shall be 75% of the maximum award opportunity for such portion; and further provided, that the Executive's total target benefit or benefits will equal the sum of the separate portions of the award opportunity as hereinabove determined; and
(iii) a lump sum cash amount equal to the product of (A) the Executive's total target benefit or benefits for the bonus or incentive period or periods that include the date of termination (as described at paragraph (ii) above, but determined solely by reference to under the annual bonus or incentive plan or plans in which the Executive was participating for at the period including the date time of termination), times a (B) times a fraction, the numerator of which is the number of days elapsed in such bonus or incentive period or periods prior to the date of termination, and the denominator of which is three hundred sixty-five (365). In addition, upon termination of employment Eastern shall promptly pay to the Executive any salary, bonuses, or other payments earned by the Executive but not yet paid as of the date of termination.
(b) For a period of thirty-six (36) months commencing with the month in which a termination described in (a)(1) or (a)(2) above shall have occurred, the Executive and the Executive's family shall continue to be entitled to participate in Eastern's medical, dental, life-insurance, disability and other welfare benefit plans and programs at a level of benefits at least as favorable to the Executive and the Executive's family, and on terms at least as favorable to the Executive and the Executive's family, as were available to the Executive and the Executive's family immediately prior to termination or immediately prior to the Effective Date (whichever is more favorable to the Executive and the Executive's family). For purposes of any such benefit that is based on the Executive's length of employment, the Executive shall be deemed credited with three (3) additional years of employment. For purposes of any such benefit that is based on the Executive's average compensation, the average taken into account shall not be less than the average that would be determined by assuming continued base salary and bonus or incentive payments for a period of three (3) years at the rates described at Section 9(a) above, and for purposes of any such benefit that is based on the Executive's compensation at termination of employment, there shall be taken into account the higher of the Executive's compensation at termination or the Executive's compensation immediately prior to the Effective Date. To the extent the continuation of benefits described in this paragraph cannot be accommodated under the plans or programs of Eastern then in effect, Eastern shall provide for substantially equivalent alternative coverage and benefits for the Executive and the Executive's family. Notwithstanding the foregoing, Eastern shall not be obligated to provide a benefit or coverage under the preceding provisions of this paragraph to the extent an equivalent or better benefit or coverage is available to the Executive or the Executive's family, on a basis that is at least as favorable to the Executive and the Executive's family, under a plan or program of another employer. Immediately following the termination of the benefits provided under this Section 9(b) whenever occurring (or at any earlier time subsequent to the termination of employment giving rise to such benefits), Eastern shall provide or cause to be provided to the Executive and the Executive's family retiree health, dental, life and other retiree benefits, in each case not less favorable (and on terms not less favorable) to the Executive and the Executive's family than those available to eligible retirees and their families under the retiree benefit program of similar type (for example, retiree medical benefits or retiree life insurance) as in effect (i) immediately prior to the date of the termination of the Executive's employment if immediately prior to that date the benefits available under that program to eligible retirees and their families were more favorable (and were made available on terms that were more favorable) than the benefits and terms, if any, available to eligible retirees and their families under that program as in effect immediately prior to the Effective Date, or (ii) in all other cases, the Effective Date; provided, that the Executive and the Executive's family shall be eligible for retiree benefits under this sentence only if the Executive would have been eligible to participate in the retiree program of similar type (as in effect immediately prior to the Effective Date or immediately prior to the termination of the Executive's employment, whichever provided for more liberal eligibility requirements) if (A) such program had continued unchanged and the Executive had continued in employment through the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), and (B) the Executive had then retired. For purposes of applying the immediately preceding sentence, any minimum age requirement applicable to the Executive for participation in a retiree benefit program of Eastern or its subsidiaries shall be deemed satisfied if, as of the end of the benefits continuation period described in the first sentence of this Section 9(b) (determined without regard to any early termination of such period attributable to benefits made available by a subsequent employer), the Executive is or would have been at least age 52. Nothing in this paragraph shall be construed as requiring Eastern to pay severance in addition to the payments and benefits otherwise provided for in this Agreement.
. For a period of twenty-four (c24) If months commencing with the Executive so requests month in connection with which a termination described in (a)(1) or (a)(2) aboveabove shall have occurred, Eastern the Executive will pay in accordance with prior practice have the costs continued use of an out-placement service the company provided vehicle used by the Executive as a result at the time of his termination of employment. During such period, Eastern will provide insurance coverage for such vehicle but the Executive will be responsible, at his own expense, for all normal costs of operation and maintenance. At the end of such termination.
(d) Upon termination of the Executive's employment under this Agreement for any reasonperiod, Eastern will afford the Executive shall have the right opportunity to purchase the automobile, if any, supplied to the Executive by Eastern or its subsidiaries in connection with the Executive's employment, or any automobile substituted therefor with the Executive's approval, said vehicle at its "blue book" value, determined on the basis of the most recently issued list of such values.
Appears in 1 contract
