Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive’s beneficiary or estate) within 60 days following the Date of Termination (or such later date as may be required by Section 17 hereof), as compensation for services rendered to the Company: (1) a cash amount equal to the sum of (i) the Executive’s base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, (ii) an amount equal to the Executive’s annual bonus in an amount determined in accordance with the terms of the Company’s annual incentive plan, multiplied by a fraction, the numerator of which is the number of days in the Company’s fiscal year prior to the Date of Termination and the denominator of which is 365 (which amount, notwithstanding the foregoing, shall be paid when and as bonuses under such plan are ordinarily paid), and (iii) any accrued vacation pay, in each case to the extent not theretofore paid; plus (2) provided that the Company has received a customary release (which release shall extend to all claims against the Company and its affiliates and agents) signed by the Executive and not revoked within the permitted revocation period, a lump sum payment equal to 1.99 times the Executive’s annual base salary at the Date of Termination from the Company and its affiliated companies plus 1.99 times the average of the dollar amount of the Executive’s actual or annualized (for any fiscal year consisting of less than 12 full months) annual bonus, paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies in respect of the five fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs; provided, further, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company. (b) In addition to the payments to be made pursuant to Section 3(a) hereof, any stock options or other equity awards granted to the Executive under the Company’s equity compensation plans shall be treated in accordance with the terms of such plan, and the payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangement. (c) For a period of 24 months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination or as provided generally with respect to other peer executives of the Company and its affiliated companies, and the Company and the Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. Notwithstanding the foregoing: (i) during the period of coverage, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than any life-time coverage limits under the applicable medical plans); (ii) the reimbursement of an eligible expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (iii) the Executive’s rights pursuant to this Section 3(c) shall not be subject to liquidation or exchange for another benefit. (d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of (1) the Executive’s full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid and (2) any accrued vacation pay, to the extent not theretofore paid. The payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangement.
Appears in 2 contracts
Samples: Severance Agreement (Sally Beauty Holdings, Inc.), Severance Agreement (Sally Beauty Holdings, Inc.)
Payments Upon Termination of Employment. On the Effective Date, Executive (aor in the event of Executive’s death, Executive’s estate or designated beneficiary) If during the Termination Period the employment shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Executive shall terminateCompany, other than by reason of a Nonqualifying Termination, then the benefits provided below:
(i) The Company shall pay to the Executive (or the Executive’s beneficiary or estate) within 60 days following the Date of Termination (or such later date as may be required by Section 17 hereof)his fully earned but unpaid base salary, as compensation for services rendered to the Company:
(1) a cash amount equal to the sum of (i) the Executive’s base salary from the Company and its affiliated companies when due, through the Effective Date of Termination, to the extent not theretofore paid, (ii) an amount equal to the Executive’s annual bonus in an amount determined in accordance with the terms of the Company’s annual incentive plan, multiplied by a fraction, the numerator of which is the number of days in the Company’s fiscal year prior to the Date of Termination and the denominator of which is 365 (which amount, notwithstanding the foregoing, shall be paid when and as bonuses under such plan are ordinarily paid), and (iii) any accrued vacation pay, in each case to the extent not theretofore paid; plus
(2) provided that the Company has received a customary release (which release shall extend to all claims against the Company and its affiliates and agents) signed by the Executive and not revoked within the permitted revocation period, a lump sum payment equal to 1.99 times the Executive’s annual base salary at the Date of Termination from the Company and its affiliated companies rate then in effect, plus 1.99 times the average of the dollar amount of the Executive’s actual all other amounts or annualized (for benefits to which Executive is entitled under any fiscal year consisting of less than 12 full months) annual bonuscompensation, paid retirement or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies in respect of the five fiscal years benefit plan or practice of the Company immediately preceding the fiscal year in which the Date of Termination occurs; provided, further, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment as of the Executive under any severance plan, policy or arrangement of the Company.
(b) In addition to the payments to be made pursuant to Section 3(a) hereof, any stock options or other equity awards granted to the Executive under the Company’s equity compensation plans shall be treated Effective Date in accordance with the terms of such planplans or practices. Subject to Sections 5(b)(ii) through (iv) and Section 5(c) below, Executive acknowledges and agrees that with his final check, the payment of any outstanding expense reimbursements, and the payment of any compensation previously deferred by amounts payable under any of the Executive (together with any interest and earnings thereon) shall be treated employee benefit plans of the Company in accordance with the terms of such separate deferral arrangementplans, Executive will have received all monies, bonuses, commissions, expense reimbursement, vacation pay, or other compensation he earned or was due during his employment by the Company.
(cii) For a period of 24 months commencing on the Date of TerminationSubject to Section 5(e) and Executive’s continued compliance with Section 6, the Company Executive shall continue be entitled to keep receive severance pay in full force and effect all policies of medical, accident, disability and life insurance with respect an amount equal to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent Executive’s annual base salary as such policies shall have been in effect immediately prior to the Date date of Termination or as provided generally with respect to other peer executives termination of the Company Employment Period, payable as follows: (A) Executive shall be paid $15,369.23 bi-weekly through the Company’s regularly scheduled payroll commencing on January 4, 2010 and its affiliated companiescontinuing through March 31, 2010, and (B) an amount equal to $99,900.00 less the total of all payments to Executive pursuant to the preceding clause (A) shall be paid to Executive on March 31, 2010.
(iii) Subject to Section 5(e) and Executive’s continued compliance with Section 6, for the period beginning on the Effective Date and ending on July 31, 2010, the Company shall make co-payments for the costs associated with continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s termination such that Executive’s premiums are the same as for active employees (provided that Executive shall share the costs of the be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including, without limitation, his election of such insurance coverage coverage).
(iv) Subject to Section 5(e) and Executive’s continued compliance with Section 6, Executive shall receive remuneration in consideration of a management bonus for the same proportion as such costs were shared immediately prior to the Date of Termination. Notwithstanding the foregoing: (i) during the period of coverage2009 calendar year, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than any life-time coverage limits under the applicable medical plans); (ii) the reimbursement of an eligible expense shall $159,840.00. This will be made paid on or before December 31 of the year following the year in which the expense was incurred; January 31, 2010 and (iii) the Executive’s rights pursuant to this Section 3(c) shall not will be subject to liquidation or exchange for another benefitapplicable taxes and withholdings.
(d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of (1) the Executive’s full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid and (2) any accrued vacation pay, to the extent not theretofore paid. The payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangement.
Appears in 2 contracts
Samples: Employment Transition Agreement, Employment Transition Agreement (Prometheus Laboratories Inc)
Payments Upon Termination of Employment. (a) If during Executive's employment with the Company is terminated by reason of:
(i) Executive's abandonment of his employment or Executive's resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company);
(ii) termination of Executive's employment by the Company for Cause (as defined below); or
(iii) termination of Executive's employment by the Company without Cause following expiration of the Term; or the Company shall pay to Executive his then-current base salary through the Termination Period Date.
(b) If Executive's employment with the employment Company is terminated by the Company effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive’s beneficiary or estate, subject to Section 10(i) within 60 days following the Date of Termination (or such later date as may be required by Section 17 hereof), as compensation for services rendered to the Companythis Agreement:
(1) a cash amount equal to the sum of (i) the Executive’s his then-current base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, Termination Date;
(ii) an any earned and unpaid annual Incentive Bonus for the fiscal quarter immediately preceding the fiscal quarter in which the Termination Date occurs;
(iii) the amount equal of his then current base salary that Executive would have received from the Termination Date through the date that is 180 days following such Termination Date; and
(iv) 50% of the aggregate quarterly Incentive Bonus earned by Executive for the last four full fiscal quarters immediately preceding the fiscal quarter in which the Termination Date occurs. Any amount payable to Executive pursuant to Section 10(b)(iii) shall be subject to deductions and withholdings and shall be paid to Executive by the Executive’s annual bonus Company in an amount determined the same periodic installments in accordance with the terms Company's regular payroll practices commencing on the first normal payroll date of the Company’s annual incentive plan, multiplied Company following the expiration of all applicable rescission periods provided by a fraction, the numerator of which is the number of days in the Company’s fiscal year prior law. Any amount payable to the Date of Termination and the denominator of which is 365 (which amount, notwithstanding the foregoing, Executive pursuant to Section 10(b)(ii) shall be paid when and as bonuses under such plan are ordinarily paid), and (iii) any accrued vacation pay, in each case to the extent not theretofore paid; plus
(2) provided that the Company has received a customary release (which release shall extend to all claims against the Company and its affiliates and agents) signed by the Executive and not revoked within the permitted revocation period, a lump sum payment equal to 1.99 times the Executive’s annual base salary at the Date of Termination from the Company and its affiliated companies plus 1.99 times the average of the dollar amount of the Executive’s actual or annualized (for any fiscal year consisting of less than 12 full months) annual bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in the same manner and its affiliated companies in respect at the same time that Incentive Bonus payments are made to current employees of the five fiscal years Company, but no earlier than the first normal payroll date of the Company immediately preceding following the fiscal year in which the Date expiration of Termination occurs; provided, further, that any all applicable rescission periods provided by law. Any amount paid payable to Executive pursuant to this Section 3(a)(210(b)(iv) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received Executive by the Executive upon termination of employment of Company on the Executive under same date as any severance plan, policy or arrangement of the Company.
(b) In addition to the payments to payment would be made pursuant to Section 3(a10(b)(ii) hereof, any stock options or other equity awards granted if Executive were entitled to the Executive under the Company’s equity compensation plans shall be treated in accordance with the terms of such plan, and the payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangementpayment.
(c) For a period of 24 months commencing on the Date of Termination, If Executive's employment with the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately is terminated effective prior to the Date of Termination or as provided generally with respect to other peer executives expiration of the Company and its affiliated companies, and the Company and the Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. Notwithstanding the foregoing: (i) during the period of coverage, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than any life-time coverage limits under the applicable medical plans); (ii) the reimbursement of an eligible expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (iii) the Executive’s rights pursuant to this Section 3(c) shall not be subject to liquidation or exchange for another benefit.
(d) If during the Termination Period the employment of the Executive shall terminate Term by reason of a Nonqualifying TerminationExecutive's death or Disability, then the Company shall pay to Executive or his beneficiary or his estate, as the Executive within 30 days following the Date of Terminationcase may be, a cash amount equal to the sum of (1) the Executive’s full annual his then-current base salary from the Company through the Termination Date, any earned and unpaid quarterly Incentive Bonus for the fiscal quarter preceding the fiscal quarter in which the Termination Date of Termination, to the extent not theretofore paid occurs and (2) any accrued vacation pay, to the extent not theretofore paid. The payment a pro-rated portion of any compensation previously deferred quarterly Incentive Bonus for the fiscal quarter in which the Termination Date occurs, based on the number of days during such fiscal quarter that Executive was employed by the Executive (together with any interest Company, payable in the same manner and earnings thereon) shall be treated in accordance with at the terms same time that Incentive Bonus payments are made to current employees of such separate deferral arrangementthe Company.
Appears in 1 contract
Payments Upon Termination of Employment. (a) If Executive’s employment with the Company is terminated by the Company without Cause during the Employment Term or by the Executive for Good Reason, then, subject to Section 9(g) and (h) below, and in addition to his Base Salary and any accrued but unused vacation or PTO earned through the Termination Period Date:
(i) the employment Company shall pay to Executive severance pay at the rate of his Base Salary for a period of twelve (12) consecutive months after the Termination Date, less all legally required and authorized deductions and withholdings, on each regular payroll date beginning with the first payroll date occuring more than 60 days after the Termination Date (including any installment that would otherwise have been paid during regular payroll dates during the 60 day period after the Termination Date) and otherwise in accordance with the Company’s normal payroll policies and procedures, subject to the condition set forth below in this Section 9(a); and
(ii) the Company shall pay to Executive in cash, less all legally required and authorized deductions and withholdings, any earned but unpaid incentive bonus under the MIP for the fiscal year preceding the fiscal year in which the Termination Date occurs plus the incentive bonus under the MIP as provided in Section 4(b) through the fiscal quarter in which the Termination Date occurs based upon the Company’s performance and, if applicable, Winnebago’s towables unit performance other than the Company through that quarter as determined under the MIP, within 30 days after the Company determines whether the performance criteria for such bonus have been met, subject to the condition set forth below in this Section 9(a). Any amount payable to Executive as severance pay under Section 9(a) shall be paid to Executive by the Company in accordance with the Company’s regular payroll cycle, commencing on the first regular payroll date of the Executive shall terminateCompany that occurs more than 60 days after the Termination Date (and including any installment that would have otherwise been paid on regular payroll dates during the period of 60 days following the Termination Date), other than provided the conditions specified in Section 9(g) have been satisfied.
(b) If Executive’s employment with the Company is terminated by the Company for Cause or for any reason of a Nonqualifying Terminationnot covered by Sections 9(a), then the Company shall pay to the Executive (only his Base Salary and any accrued but unused vacation or the Executive’s beneficiary or estate) within 60 days following the Date of Termination (or such later date as may be required by Section 17 hereof), as compensation for services rendered to the Company:
(1) a cash amount equal to the sum of (i) the Executive’s base salary from the Company and its affiliated companies PTO earned through the Date of Termination, to the extent not theretofore paid, (ii) an amount equal to the Executive’s annual bonus in an amount determined in accordance with the terms of the Company’s annual incentive plan, multiplied by a fraction, the numerator of which is the number of days in the Company’s fiscal year prior to the Date of Termination and the denominator of which is 365 (which amount, notwithstanding the foregoing, shall be paid when and as bonuses under such plan are ordinarily paid), and (iii) any accrued vacation pay, in each case to the extent not theretofore paid; plus
(2) provided that the Company has received a customary release (which release shall extend to all claims against the Company and its affiliates and agents) signed by the Executive and not revoked within the permitted revocation period, a lump sum payment equal to 1.99 times the Executive’s annual base salary at the Date of Termination from the Company and its affiliated companies plus 1.99 times the average of the dollar amount of the Executive’s actual or annualized (for any fiscal year consisting of less than 12 full months) annual bonus, paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies in respect of the five fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs; provided, further, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the CompanyDate.
(b) In addition to the payments to be made pursuant to Section 3(a) hereof, any stock options or other equity awards granted to the Executive under the Company’s equity compensation plans shall be treated in accordance with the terms of such plan, and the payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangement.
(c) For a period of 24 months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination or as provided generally with respect to other peer executives of the Company and its affiliated companies, and the Company and the Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. Notwithstanding the foregoing: (i) during the period of coverage, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than any life-time coverage limits under the applicable medical plans); (ii) the reimbursement of an eligible expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (iii) the Executive’s rights pursuant to this Section 3(c) shall not be subject to liquidation or exchange for another benefit.
(d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of (1) the Executive’s full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid and (2) any accrued vacation pay, to the extent not theretofore paid. The payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangement.
Appears in 1 contract
Payments Upon Termination of Employment. (a) If during Executive's employment with the Company is terminated by reason of:
(i) Executive's abandonment of her employment or Executive's resignation for any reason;
(ii) termination of Executive's employment by the Company for Cause (as defined below);
(iii) expiration of the Term;
(iv) termination of Executive's employment by the Company without Cause following expiration of the Term; or
(v) Executive's death or Disability following expiration of the Term, the Company shall pay to Executive her then-current base salary through the Termination Period Date.
(b) If Executive's employment with the employment Company is terminated by the Company effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive’s beneficiary or estate, subject to Section 10(i) within 60 days following the Date of Termination (or such later date as may be required by Section 17 hereof), as compensation for services rendered to the Companythis Agreement:
(1) a cash amount equal to the sum of (i) the Executive’s her then-current base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, Termination Date;
(ii) an amount equal to any earned and unpaid annual Incentive Bonus for the Executive’s annual bonus in an amount determined in accordance with the terms of the Company’s annual incentive plan, multiplied by a fraction, the numerator of which is the number of days in the Company’s fiscal year prior to the Date of Termination and the denominator of which is 365 (which amount, notwithstanding the foregoing, shall be paid when and as bonuses under such plan are ordinarily paid), and (iii) any accrued vacation pay, in each case to the extent not theretofore paid; plus
(2) provided that the Company has received a customary release (which release shall extend to all claims against the Company and its affiliates and agents) signed by the Executive and not revoked within the permitted revocation period, a lump sum payment equal to 1.99 times the Executive’s annual base salary at the Date of Termination from the Company and its affiliated companies plus 1.99 times the average of the dollar amount of the Executive’s actual or annualized (for any fiscal year consisting of less than 12 full months) annual bonus, paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies in respect of the five fiscal years of the Company immediately preceding the fiscal year in which the Termination Date of Termination occurs; provided;
(iii) an amount equal to Executive's then-current annual base salary, further, that any amount paid payable in equal installments over a twelve-month period pursuant to this the Company's regular payroll practices and procedures; and
(iv) an amount equal to the annual Incentive Bonus that Executive earned under Section 3(a)(24(b) for the last full fiscal year of Executive's employment with the Company. Any amount payable to Executive pursuant to Section 10(b)(iii) shall be subject to deductions and withholdings and shall be paid to Executive by the Company in equal installments in accordance with the Company's regular payroll practices commencing on the first normal payroll date of the Company following the expiration of all applicable rescission provided by law and continuing for 12 months thereafter. Any amount payable to Executive pursuant to Sections 10(b)(ii) and 10(b)(iv) shall be paid to Executive by the Company in lieu the same manner and at the same time that Incentive Bonus payments are made to current employees of the Company, but no earlier than the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law.
(c) If Executive's employment with the Company is terminated effective prior to the expiration of the Term by reason of Executive's death or Disability, the Company shall pay to Executive or her beneficiary or her estate, as the case may be, her then-current base salary through the Termination Date, any earned and unpaid annual Incentive Bonus for the fiscal year preceding the fiscal year in which the Termination Date occurs and a pro-rated portion of any other amount annual Incentive Bonus for the fiscal year in which the Termination Date occurs, based on the number of severance relating to salary or bonus continuation to be received days during such fiscal year Executive was employed by the Executive upon termination of employment of Company, payable in the Executive under any severance plan, policy or arrangement same manner and at the same time that Incentive Bonus payments are made to current employees of the Company.
(bd) In addition to If, within twelve months following the payments to be made pursuant to Section 3(a) hereofoccurrence of a Change in Control (as defined below), any stock options or other equity awards granted to the Executive under the Company’s equity compensation plans shall be treated in accordance Executive's employment with the terms of such planCompany is terminated by either Executive or the Company for any reason, and the payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangement.
(c) For a period of 24 months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately termination is effective prior to the Date of Termination or as provided generally with respect to other peer executives expiration of the Company and its affiliated companies, and the Company and the Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. Notwithstanding the foregoing: (i) during the period of coverage, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than any life-time coverage limits under the applicable medical plans); (ii) the reimbursement of an eligible expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (iii) the Executive’s rights pursuant to this Section 3(c) shall not be subject to liquidation or exchange for another benefit.
(d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying TerminationTerm, then the Company shall pay to Executive, subject to Sections 10(i) and 10(j) of this Agreement and in lieu of any payments required by Sections 10(a) or 10(b) of this Agreement:
(i) her then-current base salary through the Executive within 30 days following Termination Date;
(ii) any earned and unpaid annual Incentive Bonus for the fiscal year preceding the fiscal year in which the Termination Date occurs;
(iii) continued payments equal to Executive's then-current base salary, payable in equal installments pursuant to the Company's regular payroll practices and procedures, for the period from the Termination Date through the later of Terminationtwelve months or the expiration of the Term; and
(iv) for each full fiscal year from the Termination Date through the expiration of the Term, a cash amount payment equal to 50% of the sum Incentive Bonus for which Executive is eligible under Section 4(b) of (1this Agreement, payable at such times that Incentive Bonuses would otherwise be payable to Executive pursuant to Section 4(b) if Executive were still employed with the Executive’s full annual base salary from Company. In the event that Executive becomes eligible for payments under this Section 10(d), the Company through the Date of Termination, to the extent not theretofore paid and (2) any accrued vacation pay, to the extent not theretofore paid. The payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangementreleased from its obligation to make any payments pursuant to Sections 10(a) or 10(b) above.
Appears in 1 contract
Payments Upon Termination of Employment. (a) If during Executive's employment with the Company is terminated by reason of:
(i) Executive's abandonment of his employment or Executive's resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company);
(ii) termination of Executive's employment by the Company for Cause (as defined below); or
(iii) termination of Executive's employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive his then-current base salary through the Termination Period Date.
(b) Except in the case of a Change in Control, which is governed by Section 10(c) below, if Executive's employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive’s beneficiary or estate, subject to Section 10(h) within 60 days following the Date of Termination (or such later date as may be required by Section 17 hereof), as compensation for services rendered to the Companythis Agreement:
(1) a cash amount equal to the sum of (i) the Executive’s his then-current base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, Termination Date;
(ii) an any earned and unpaid annual Incentive Bonus for the fiscal quarter immediately preceding the fiscal quarter in which the Termination Date occurs;
(iii) the amount equal of his then current base salary that Executive would have received from the Termination Date through the date that is 180 days following such Termination Date; and
(iv) 50% of the aggregate quarterly Incentive Bonus earned by Executive for the last four full fiscal quarters immediately preceding the fiscal quarter in which the Termination Date occurs. Any amount payable to Executive pursuant to Section 10(b)(iii) shall be subject to deductions and withholdings and shall be paid to Executive by the Executive’s annual bonus Company in an amount determined the same periodic installments in accordance with the terms Company's regular payroll practices commencing on the first normal payroll date of the Company’s annual incentive plan, multiplied Company following the expiration of all applicable rescission periods provided by a fraction, the numerator of which is the number of days in the Company’s fiscal year prior law. Any amount payable to the Date of Termination and the denominator of which is 365 (which amount, notwithstanding the foregoing, Executive pursuant to Section 10(b)(ii) shall be paid when and as bonuses under such plan are ordinarily paid), and (iii) any accrued vacation pay, in each case to the extent not theretofore paid; plus
(2) provided that the Company has received a customary release (which release shall extend to all claims against the Company and its affiliates and agents) signed by the Executive and not revoked within the permitted revocation period, a lump sum payment equal to 1.99 times the Executive’s annual base salary at the Date of Termination from the Company and its affiliated companies plus 1.99 times the average of the dollar amount of the Executive’s actual or annualized (for any fiscal year consisting of less than 12 full months) annual bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in the same manner and its affiliated companies in respect at the same time that Incentive Bonus payments are made to current employees of the five fiscal years Company, but no earlier than the first normal payroll date of the Company immediately preceding following the fiscal year in which the Date expiration of Termination occurs; provided, further, that any all applicable rescission periods provided by law. Any amount paid payable to Executive pursuant to this Section 3(a)(210(b)(iv) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received Executive by the Executive upon termination of employment of Company in the Executive under same manner and on the same date as any severance plan, policy or arrangement of the Company.
(b) In addition to the payments to payment would be made pursuant to Section 3(a10(b)(ii) hereof, any stock options or other equity awards granted if Executive were entitled to the Executive under the Company’s equity compensation plans shall be treated in accordance with the terms of such plan, and the payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangementpayment.
(c) For a period of 24 months commencing on the Date of Termination, If Executive's employment is terminated by the Company shall continue to keep without Cause following a Change in full force Control as defined in this Agreement and effect all policies before the end of medicalthe Term of this Agreement, accident, disability and life insurance with respect to or if the Executive's employment is terminated by the Executive for Good Reason following a Change in Control and his dependents with before the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination or as provided generally with respect to other peer executives end of the Company and its affiliated companies, and the Company and the Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. Notwithstanding the foregoing: (i) during the period of coverage, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than any life-time coverage limits under the applicable medical plans); (ii) the reimbursement of an eligible expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (iii) the Executive’s rights pursuant to this Section 3(c) shall not be subject to liquidation or exchange for another benefit.
(d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying TerminationTerm, then the Company shall pay to Executive, subject to Executive's compliance with Section 10(h) of this Agreement, his then current base salary and incentive bonus through the end of Term of the Agreement, but in no event will the Company pay the Executive within 30 days following less than one year of his current base salary and incentive bonus.
(d) If Executive's employment with the Date of Termination, a cash amount equal Company is terminated effective prior to the sum expiration of (1) the Term by reason of Executive’s full annual 's death or Disability, the Company shall pay to Executive or his beneficiary or his estate, as the case may be, his then-current base salary from the Company through the Termination Date, any earned and unpaid quarterly Incentive Bonus for the fiscal quarter preceding the fiscal quarter in which the Termination Date of Termination, to the extent not theretofore paid occurs and (2) any accrued vacation pay, to the extent not theretofore paid. The payment a pro-rated portion of any compensation previously deferred quarterly Incentive Bonus for the fiscal quarter in which the Termination Date occurs, based on the number of days during such fiscal quarter that Executive was employed by the Executive (together with any interest Company, payable in the same manner and earnings thereon) shall be treated in accordance with at the terms same time that Incentive Bonus payments are made to current employees of such separate deferral arrangementthe Company.
Appears in 1 contract
Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of terminate pursuant to a Nonqualifying Qualifying Termination, then the Company shall pay provide to the Executive Executive:
(or the Executive’s beneficiary or estate1) within 60 Within ten (10) days following the Date of Termination (or such later date as may be required by Section 17 hereof), as compensation for services rendered to the Company:
(1) a lump-sum cash amount equal to the sum of (i) the Executive’s base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, (ii) an amount equal to the Executive’s annual bonus in an amount determined in accordance with the terms of the Company’s annual incentive plan, multiplied by a fraction, the numerator of which is the number of days in the Company’s fiscal year prior to base salary through the Date of Termination and the denominator of any bonus amounts which is 365 (which amounthave become payable, notwithstanding the foregoing, shall be paid when and as bonuses under such plan are ordinarily paid), and (iii) any accrued vacation pay, in each case to the extent not theretofore paidpreviously paid or deferred; plus
(2) provided that the Company has received a customary release (which release shall extend Subject to all claims against the Company and its affiliates and agentsSection 3(c) signed by the Executive and not revoked within the permitted revocation periodbelow, a lump sum payment cash severance amount equal to 1.99 one times the Executive’s highest annual rate of base salary at during the 12-month period immediately prior to Executive’s Date of Termination, paid in equal installments over the one-year period commencing with the first regular payroll date following the Date of Termination from the Company and its affiliated companies plus 1.99 times the average of the dollar amount of the Executive’s actual or annualized (for any fiscal year consisting of less than 12 full months) annual bonus, paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies in respect of the five fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs; provided, further, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company.
(b) In addition to the payments to be made pursuant to Section 3(a) hereof, any stock options or other equity awards granted to the Executive under the Company’s equity compensation plans shall be treated in accordance with the terms Company’s normal payroll practices; provided that, if necessary to avoid tax penalties under Section 409A of the Internal Revenue Code of 1986, as amended, the commencement of such plan, and the payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) payments shall be treated in accordance with delayed until the terms of such separate deferral arrangement.
(c) For a period of 24 first regular payroll date which occurs more than six months commencing on following the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level first of coverage, upon the same terms and otherwise to the same extent as such policies shall payments including all payments which would have been in effect immediately prior to the Date of Termination or as provided generally with respect to other peer executives of the Company and its affiliated companies, and the Company and the Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. Notwithstanding the foregoing: (i) made during the period of coveragesuch delay without regard thereto, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than any life-time coverage limits under the applicable medical plans); (ii) the reimbursement of an eligible expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (iii) the Executive’s rights pursuant to this Section 3(c) shall not be subject to liquidation or exchange for another benefitwithout interest.
(db) If during the Termination Period the employment of the Executive shall terminate other than by reason of a Nonqualifying Qualifying Termination, then the Company shall pay to the Executive within 30 thirty (30) days following the Date of Termination, a lump-sum cash amount equal to the sum of (1) the Executive’s full annual base salary from the Company through the Date of TerminationTermination and any bonus amounts which have become payable, to the extent not theretofore previously paid or deferred.
(c) Executive acknowledges and agrees that any and all payments to which Executive may become entitled under Section 3(a)(2) above are conditioned upon and subject to Executive’s execution of, and not having revoked within any applicable revocation period, a general release and waiver, in such reasonable and customary form as shall be prepared by the Company, of all claims Executive may have against the Company and its directors, officers, subsidiaries and affiliates, except as to (i) matters covered by provisions of this Agreement that expressly survive the termination of this Agreement, (ii) rights to indemnification and insurance under the Charter, By-Laws and directors and officers insurance policies maintained by the Company or any Subsidiary and (2iii) rights to which Executive is entitled by virtue of his participation in the employee benefit plans, policies and arrangements of the Company or any accrued vacation pay, to the extent not theretofore paid. The payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangementSubsidiary.
Appears in 1 contract
Samples: Change in Control Severance and Retention Agreement (Encore Capital Group Inc)
Payments Upon Termination of Employment. (a) If during Executive’s employment with the Company is terminated by reason of:
(i) Executive’s abandonment of her employment or Executive’s resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company);
(ii) termination of Executive’s employment by the Company for Cause (as defined below); or
(iii) termination of Executive’s employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive her then-current base salary through the Termination Period Date.
(b) If Executive’s employment with the employment Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive’s beneficiary or estate, subject to Section 10(g) within 60 days following the Date of Termination (or such later date as may be required by Section 17 hereof), as compensation for services rendered to the Companythis Agreement:
(1) a cash amount equal to the sum of (i) the Executive’s her then-current base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, Termination Date;
(ii) an any earned and unpaid annual Incentive Bonus for the fiscal quarter immediately preceding the fiscal quarter in which the Termination Date occurs;
(iii) the amount equal of her then current base salary that Executive would have received from the Termination Date through the date that is 180 days following such Termination Date; and
(iv) 50% of the aggregate quarterly Incentive Bonus earned by Executive for the last four full fiscal quarters immediately preceding the fiscal quarter in which the Termination Date occurs. Any amount payable to Executive pursuant to Section 10(b)(iii) shall be subject to deductions and withholdings and shall be paid to Executive by the Executive’s annual bonus Company in an amount determined the same periodic installments in accordance with the terms Company’s regular payroll practices commencing on the first normal payroll date of the Company’s annual incentive plan, multiplied Company following the expiration of all applicable rescission periods provided by a fraction, the numerator of which is the number of days in the Company’s fiscal year prior law. Any amount payable to the Date of Termination and the denominator of which is 365 (which amount, notwithstanding the foregoing, Executive pursuant to Section 10(b)(ii) shall be paid when and as bonuses under such plan are ordinarily paid), and (iii) any accrued vacation pay, in each case to the extent not theretofore paid; plus
(2) provided that the Company has received a customary release (which release shall extend to all claims against the Company and its affiliates and agents) signed by the Executive and not revoked within the permitted revocation period, a lump sum payment equal to 1.99 times the Executive’s annual base salary at the Date of Termination from the Company and its affiliated companies plus 1.99 times the average of the dollar amount of the Executive’s actual or annualized (for any fiscal year consisting of less than 12 full months) annual bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in the same manner and its affiliated companies in respect at the same time that Incentive Bonus payments are made to current employees of the five fiscal years Company, but no earlier than the first normal payroll date of the Company immediately preceding following the fiscal year in which the Date expiration of Termination occurs; provided, further, that any all applicable rescission periods provided by law. Any amount paid payable to Executive pursuant to this Section 3(a)(210(b)(iv) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received Executive by the Executive upon termination of employment of Company in the Executive under same manner and on the same date as any severance plan, policy or arrangement of the Company.
(b) In addition to the payments to payment would be made pursuant to Section 3(a10(b)(ii) hereof, any stock options or other equity awards granted if Executive were entitled to the Executive under the Company’s equity compensation plans shall be treated in accordance with the terms of such plan, and the payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangementpayment.
(c) For a period of 24 months commencing on the Date of Termination, If Executive’s employment with the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately is terminated effective prior to the Date of Termination or as provided generally with respect to other peer executives expiration of the Company and its affiliated companies, and the Company and the Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. Notwithstanding the foregoing: (i) during the period of coverage, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than any life-time coverage limits under the applicable medical plans); (ii) the reimbursement of an eligible expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (iii) the Executive’s rights pursuant to this Section 3(c) shall not be subject to liquidation or exchange for another benefit.
(d) If during the Termination Period the employment of the Executive shall terminate Term by reason of a Nonqualifying TerminationExecutive’s death or Disability, then the Company shall pay to Executive or her beneficiary or her estate, as the Executive within 30 days following the Date of Terminationcase may be, a cash amount equal to the sum of (1) the Executive’s full annual her then-current base salary from the Company through the Termination Date, any earned and unpaid quarterly Incentive Bonus for the fiscal quarter preceding the fiscal quarter in which the Termination Date of Termination, to the extent not theretofore paid occurs and (2) any accrued vacation pay, to the extent not theretofore paid. The payment a pro-rated portion of any compensation previously deferred quarterly Incentive Bonus for the fiscal quarter in which the Termination Date occurs, based on the number of days during such fiscal quarter that Executive was employed by the Executive (together with any interest Company, payable in the same manner and earnings thereon) shall be treated in accordance with at the terms same time that Incentive Bonus payments are made to current employees of such separate deferral arrangementthe Company.
Appears in 1 contract
Payments Upon Termination of Employment. (a) If during Executive’s employment with the Company is terminated by reason of:
(i) Executive’s abandonment of his employment or Executive’s resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company);
(ii) termination of Executive’s employment by the Company for Cause (as defined below); or
(iii) termination of Executive’s employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive his then-current base salary through the Termination Period Date.
(b) Except in the case of a Change in Control, which is governed by Section 10(c) below, if Executive’s employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive’s beneficiary or estate, subject to Section 10(h) within 60 days following the Date of Termination (or such later date as may be required by Section 17 hereof), as compensation for services rendered to the Companythis Agreement:
(1) a cash amount equal to the sum of (i) the Executive’s his then-current base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, Termination Date;
(ii) an any earned and unpaid annual Incentive Bonus for the fiscal year immediately preceding the Termination Date and any annual Incentive Bonus earned on a prorated basis through the Termination Date, payable after the actual amount equal of Incentive Bonus is calculated but not later than the date that is 2 ½ months following the last day of the applicable fiscal year;
(iii) the amount of his then current base salary that Executive would have received from the Termination Date through the date that is 180 days following such Termination Date; and
(iv) $62,500.00 with respect to the Executive’s annual bonus first year of the Term; $87,500.00 with respect to the second year of the Term; and $100,000.00 with respect to the third year of the Term. Any amount payable to Executive pursuant to Section 10(b)(iii) shall be subject to deductions and withholdings and shall be paid to Executive by the Company in an amount determined the same periodic installments in accordance with the terms Company’s regular payroll practices commencing on the first normal payroll date of the Company’s annual incentive planCompany following the expiration of all applicable rescission periods provided by law; provided, multiplied by however, that at the option of the Compensation Committee and if in compliance with Code Section 409A, amounts payable pursuant to Section 10(b)(iii) may be paid in a fraction, the numerator of which is the number of days in the Company’s fiscal year prior lump sum. Any amount payable to the Date of Termination and the denominator of which is 365 (which amount, notwithstanding the foregoing, Executive pursuant to Section 10(b)(ii) shall be paid when and as bonuses under such plan are ordinarily paid), and (iii) any accrued vacation pay, in each case to the extent not theretofore paid; plus
(2) provided that the Company has received a customary release (which release shall extend to all claims against the Company and its affiliates and agents) signed by the Executive and not revoked within the permitted revocation period, a lump sum payment equal to 1.99 times the Executive’s annual base salary at the Date of Termination from the Company and its affiliated companies plus 1.99 times the average of the dollar amount of the Executive’s actual or annualized (for any fiscal year consisting of less than 12 full months) annual bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in the same manner and its affiliated companies at the same time that Incentive Bonus payments are made to current named executive officers of Texas Roadhouse, Inc., as that term is applied by Texas Roadhouse, Inc. in respect accordance with the rules and regulations of the five fiscal years U.S. Securities and Exchange Commission (the “Named Executive Officers”), but no earlier than the first normal payroll date of the Company immediately preceding following the fiscal year in which the Date expiration of Termination occurs; provided, further, that any all applicable rescission periods provided by law. Any amount paid payable to Executive pursuant to this Section 3(a)(210(b)(iv) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company.
(b) In addition to the payments to be made pursuant to Section 3(a) hereof, any stock options or other equity awards granted to the Executive under the Company’s equity compensation plans shall be treated in accordance with the terms of such plan, and the payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangementa lump sum.
(c) For a period of 24 months commencing on the Date of Termination, If Executive’s employment is terminated by the Company shall continue to keep without Cause following a Change in full force Control as defined in this Agreement and effect all policies of medical, accident, disability and life insurance with respect to before the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination or as provided generally with respect to other peer executives end of the Company Term of this Agreement, or if Executive’s employment is terminated by Executive for Good Reason following a Change in Control and its affiliated companies, and before the Company and the Executive shall share the costs end of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. Notwithstanding the foregoing: (i) during the period of coverage, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than any life-time coverage limits under the applicable medical plans); (ii) the reimbursement of an eligible expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (iii) the Executive’s rights pursuant to this Section 3(c) shall not be subject to liquidation or exchange for another benefit.
(d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying TerminationTerm, then the Company shall pay to the Executive within 30 days following the Date Executive, subject to Executive’s compliance with Section 10(h) of Terminationthis Agreement, a cash an amount equal to the sum of (1) the Executive’s full annual his then current base salary from the Company and incentive bonus through the Date end of TerminationTerm of the Agreement, to paid in the extent not theretofore paid and (2) any accrued vacation pay, to the extent not theretofore paid. The payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated same periodic installments in accordance with the terms Company’s regular payroll practices following the expiration of all applicable rescission periods provided by law, but in no event will the Company pay Executive less than one year of his current base salary and incentive bonus. At the option of the Compensation Committee and if in compliance with Code Section 409A, amounts payable pursuant to Section 10(c) may be paid in a lump sum.
(d) If Executive’s employment with the Company is terminated effective prior to the expiration of the Term by reason of Executive’s death or Disability, the Company shall pay to Executive or his beneficiary or his estate, as the case may be;
(i) his then-current base salary through the Termination Date;
(ii) any earned and unpaid annual Incentive Bonus for the fiscal year immediately preceding the Termination Date and any annual Incentive Bonus earned on a prorated basis through the Termination Date, payable after the actual amount of Incentive Bonus is calculated but not later than the date that is 2 ½ months following the last day of the applicable fiscal year;
(iii) the amount of his then current base salary that Executive would have received from the Termination Date through the date that is 180 days following such separate deferral arrangementTermination Date; and
(iv) $62,500.00 with respect to the first year of the Term; $87,500.00 with respect to the second year of the Term; and $100,000.00 with respect to the third year of the Term. Any amount payable to Executive pursuant to Section 10(d)(iii) shall be subject to deductions and withholdings and shall be paid to Executive or his estate or beneficiary by the Company in the same periodic installments in accordance with the Company’s regular payroll practices commencing on the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law; provided, however, that at the option of the Compensation Committee and if in compliance with Code Section 409A, amounts payable pursuant to Section 10(d)(iii) may be paid in a lump sum. Any amount payable to Executive or his estate or beneficiary pursuant to Section 10(d)(ii) shall be paid to Executive or his estate or beneficiary by the Company in the same manner and at the same time that Incentive Bonus payments are made to current Named Executive Officers, but no earlier than the first normal payroll date of the Company. Any amount payable to Executive or his estate or beneficiary pursuant to Section 10(d)(iv) shall be paid in a lump sum on the first normal payroll date of the Company following the date that the applicable rescission period is deemed to expire as set forth in subparagraph 10(h).
Appears in 1 contract
Payments Upon Termination of Employment. (a) If during Executive's employment with the Company is terminated by reason of:
(i) Executive's abandonment of her employment or Executive's resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company);
(ii) termination of Executive's employment by the Company for Cause (as defined below); or
(iii) termination of Executive's employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive her then-current base salary through the Termination Period Date.
(b) Except in the case of a Change in Control, which is governed by Section 10(c) below, if Executive's employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive’s beneficiary or estate, subject to Section 10(h) within 60 days following the Date of Termination (or such later date as may be required by Section 17 hereof), as compensation for services rendered to the Companythis Agreement:
(1) a cash amount equal to the sum of (i) the Executive’s her then-current base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, Termination Date;
(ii) an any earned and unpaid annual Incentive Bonus for the fiscal quarter immediately preceding the fiscal quarter in which the Termination Date occurs;
(iii) the amount equal of her then current base salary that Executive would have received from the Termination Date through the date that is 180 days following such Termination Date; and
(iv) 50% of the aggregate quarterly Incentive Bonus earned by Executive for the last four full fiscal quarters immediately preceding the fiscal quarter in which the Termination Date occurs. Any amount payable to Executive pursuant to Section 10(b)(iii) shall be subject to deductions and withholdings and shall be paid to Executive by the Executive’s annual bonus Company in an amount determined the same periodic installments in accordance with the terms Company's regular payroll practices commencing on the first normal payroll date of the Company’s annual incentive plan, multiplied Company following the expiration of all applicable rescission periods provided by a fraction, the numerator of which is the number of days in the Company’s fiscal year prior law. Any amount payable to the Date of Termination and the denominator of which is 365 (which amount, notwithstanding the foregoing, Executive pursuant to Section 10(b)(ii) shall be paid when and as bonuses under such plan are ordinarily paid), and (iii) any accrued vacation pay, in each case to the extent not theretofore paid; plus
(2) provided that the Company has received a customary release (which release shall extend to all claims against the Company and its affiliates and agents) signed by the Executive and not revoked within the permitted revocation period, a lump sum payment equal to 1.99 times the Executive’s annual base salary at the Date of Termination from the Company and its affiliated companies plus 1.99 times the average of the dollar amount of the Executive’s actual or annualized (for any fiscal year consisting of less than 12 full months) annual bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in the same manner and its affiliated companies in respect at the same time that Incentive Bonus payments are made to current employees of the five fiscal years Company, but no earlier than the first normal payroll date of the Company immediately preceding following the fiscal year in which the Date expiration of Termination occurs; provided, further, that any all applicable rescission periods provided by law. Any amount paid payable to Executive pursuant to this Section 3(a)(210(b)(iv) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received Executive by the Executive upon termination of employment of Company in the Executive under same manner and on the same date as any severance plan, policy or arrangement of the Company.
(b) In addition to the payments to payment would be made pursuant to Section 3(a10(b)(ii) hereof, any stock options or other equity awards granted if Executive were entitled to the Executive under the Company’s equity compensation plans shall be treated in accordance with the terms of such plan, and the payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangementpayment.
(c) For a period of 24 months commencing on the Date of Termination, If Executive's employment is terminated by the Company shall continue to keep without Cause following a Change in full force Control as defined in this Agreement and effect all policies before the end of medicalthe Term of this Agreement, accident, disability and life insurance with respect to or if the Executive's employment is terminated by the Executive for Good Reason following a Change in Control and his dependents with before the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination or as provided generally with respect to other peer executives end of the Company and its affiliated companies, and the Company and the Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. Notwithstanding the foregoing: (i) during the period of coverage, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than any life-time coverage limits under the applicable medical plans); (ii) the reimbursement of an eligible expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (iii) the Executive’s rights pursuant to this Section 3(c) shall not be subject to liquidation or exchange for another benefit.
(d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying TerminationTerm, then the Company shall pay to Executive, subject to Executive's compliance with Section 10(h) of this Agreement, her then current base salary and incentive bonus through the end of Term of the Agreement, but in no event will the Company pay the Executive within 30 days following less than one year of her current base salary and incentive bonus.
(d) If Executive's employment with the Date of Termination, a cash amount equal Company is terminated effective prior to the sum expiration of (1) the Term by reason of Executive’s full annual 's death or Disability, the Company shall pay to Executive or her beneficiary or her estate, as the case may be, her then-current base salary from the Company through the Termination Date, any earned and unpaid quarterly Incentive Bonus for the fiscal quarter preceding the fiscal quarter in which the Termination Date of Termination, to the extent not theretofore paid occurs and (2) any accrued vacation pay, to the extent not theretofore paid. The payment a pro-rated portion of any compensation previously deferred quarterly Incentive Bonus for the fiscal quarter in which the Termination Date occurs, based on the number of days during such fiscal quarter that Executive was employed by the Executive (together with any interest Company, payable in the same manner and earnings thereon) shall be treated in accordance with at the terms same time that Incentive Bonus payments are made to current employees of such separate deferral arrangementthe Company.
Appears in 1 contract
Payments Upon Termination of Employment. (a) If during Executive’s employment with the Company is terminated for any reason, the Company shall pay to Executive his Base Salary through the Termination Period Date and all other benefits to which Executive may be entitled under any applicable Company policy, plan or procedure (without duplication of benefits) through the Termination Date, and reimbursement of Executive’s expenses incurred through the Termination Date in accordance with Section 4(d), (collectively, “Accrued Obligations”).
(b) Except in the case of a Change of Control, which is governed by Section 10(c) below, if Executive’s employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective on the date of or before the date of expiration of the Executive shall terminate, Term for any reason other than for Cause or by reason of a Nonqualifying TerminationExecutive for Good Reason, then the Company shall pay provide to Executive, subject to Section 10(i) of this Agreement, the Executive (or the Executive’s beneficiary or estate) within 60 days following the Date of Termination (or such later date as may be required by Section 17 hereof), as compensation for services rendered to the Companyfollowing:
(1) a cash amount equal to the sum of (i) the Executive’s base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, Accrued Obligations;
(ii) (A) if such termination is on or prior to the Second Anniversary Date, an amount equal to one and one-half (1.5) times the sum of Executive’s annual bonus Base Salary and Executive’s Target Annual Bonus, payable in an amount determined equal installments for the 18 months following such Termination Date; or (B) if such termination is after the Second Anniversary Date, continuation of Executive’s Base Salary paid in accordance with the terms of the Company’s annual incentive plan, multiplied by a fraction, the numerator of which is the number of days in the Company’s fiscal year prior to the Date of equal monthly installments for 18 months following such Termination and the denominator of which is 365 (which amount, notwithstanding the foregoing, shall be paid when and as bonuses under such plan are ordinarily paid), and Date;
(iii) any accrued vacation pay, in each case to earned and unpaid Annual Bonus for the extent not theretofore paid; plus
(2) provided that the Company has received a customary release (which release shall extend to all claims against the Company and its affiliates and agents) signed by the Executive and not revoked within the permitted revocation period, a lump sum payment equal to 1.99 times the Executive’s annual base salary at the Date of Termination from the Company and its affiliated companies plus 1.99 times the average of the dollar amount of the Executive’s actual or annualized (for any fiscal year consisting of less than 12 full months) annual bonus, paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies in respect of the five fiscal years of the Company immediately preceding the fiscal year in which the Termination Date of Termination occurs; provided, further, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company.;
(biv) In addition a pro-rata portion of Executive’s Annual Bonus for the fiscal year in which the Termination Date occurs, subject to the payments to be made pursuant to Section 3(a) hereof, any stock options or other equity awards granted to the Executive under the Company’s equity compensation plans shall be treated in accordance with the terms achievement of such planapplicable performance measures, and the payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangement.
(c) For a period of 24 months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with paid at the same level of coverage, upon the same terms and otherwise to the same extent time as such policies shall have been in effect immediately prior to the Date of Termination or as provided generally with respect bonuses are paid to other peer executives of the Company and its affiliated companiesgenerally, and the Company and the Executive shall share the costs of the continuation of such insurance coverage but in the same proportion as such costs were shared immediately prior to the Date of Termination. Notwithstanding the foregoing: (i) during the period of coverage, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other no event later than any life-time coverage limits under the applicable medical plans); (ii) the reimbursement of an eligible expense shall be made on or before December 31 of the year March 15 following the year in which the expense was incurred; Termination Date occurs;
(v) in the event that Executive timely elects medical and dental coverage under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (iii“COBRA”), the Company shall reimburse Executive for Executive’s cost of COBRA coverage for 18 months following the Termination Date;
(vi) the Company shall make outplacement services available to Executive’s rights pursuant , at a cost not to this Section 3(cexceed $12,000, for a period of time not to exceed 12 months following the Termination Date; and
(vii) Executive shall not be subject to liquidation the repayment obligations set forth in Section 4(b)(ii) or exchange for another benefitSection 4(f) (and the applicable Relocation Agreement).
(dc) If during Executive’s employment is terminated by the Termination Period Company without Cause in the employment 24 months following a Change of Control (as defined below) and on or prior to the date of the expiration of the Term, or if Executive’s employment is terminated by Executive shall terminate by reason for Good Reason in the 24 months following a Change of a Nonqualifying TerminationControl and on or prior to the date of the expiration of the Term, then the Company shall pay provide to Executive, subject to Executive’s compliance with Section 10(i) of this Agreement, the following:
(i) the Accrued Obligations;
(ii) (A) if such termination is on or prior to the Executive within 30 Second Anniversary Date, an amount equal to two (2) times the sum of Executive’s Base Salary and Executive’s Target Annual Bonus payable in a single lump sum payment to be paid no later than 60 days following the Date of TerminationTermination Date; or (B) if such termination is after the Second Anniversary Date, a cash an amount equal to three (3) times Executive’s Base Salary payable in a single lump sum payment paid no later than 60 days following the sum Termination Date;
(iii) any earned and unpaid Annual Bonus for the fiscal year preceding the fiscal year in which the Termination Date occurs;
(iv) a pro-rata portion of Executive’s Target Annual Bonus for the fiscal year in which the Termination Date occurs, to be paid no later than 60 days following the Termination Date;
(1v) in the event that Executive timely elects medical and dental coverage under COBRA, the Company shall reimburse Executive for Executive’s cost of COBRA coverage for 18 months following the Termination Date;
(vi) the Company shall make outplacement services available to Executive’s full annual base salary from , at a cost not to exceed $12,000, for a period of time not to exceed 12 months following the Company through the Date of Termination, Termination Date; and
(vii) Executive shall not be subject to the extent not theretofore paid repayment obligations set forth in Section 4(b)(ii) or Section 4(f) (and (2) any accrued vacation pay, to the extent not theretofore paid. The payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangementapplicable Relocation Agreement).
Appears in 1 contract
Samples: Employment Agreement (Papa Johns International Inc)
Payments Upon Termination of Employment. (a) If during Executive's employment with the Company is terminated by reason of:
(i) Executive's abandonment of her employment or Executive's resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company);
(ii) termination of Executive's employment by the Company for Cause (as defined below); or
(iii) termination of Executive's employment by the Company without Cause following expiration of the Term; or the Company shall pay to Executive her then-current base salary through the Termination Period Date.
(b) If Executive's employment with the employment Company is terminated by the Company effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive’s beneficiary or estate, subject to Section 10(i) within 60 days following the Date of Termination (or such later date as may be required by Section 17 hereof), as compensation for services rendered to the Companythis Agreement:
(1) a cash amount equal to the sum of (i) the Executive’s her then-current base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, Termination Date;
(ii) an any earned and unpaid annual Incentive Bonus for the fiscal quarter immediately preceding the fiscal quarter in which the Termination Date occurs;
(iii) the amount equal of her then current base salary that Executive would have received from the Termination Date through the date that is (A) 180 days following such Termination Date and (B) the Third Anniversary Date if her employment with the Company had not been terminated; and
(iv) 50% of the aggregate quarterly Incentive Bonus earned by Executive for the last four full fiscal quarters immediately preceding the fiscal quarter in which the Termination Date occurs. Any amount payable to Executive pursuant to Section 10(b)(iii) shall be subject to deductions and withholdings and shall be paid to Executive by the Executive’s annual bonus Company in an amount determined the same periodic installments in accordance with the terms Company's regular payroll practices commencing on the first normal payroll date of the Company’s annual incentive plan, multiplied Company following the expiration of all applicable rescission periods provided by a fraction, the numerator of which is the number of days in the Company’s fiscal year prior law. Any amount payable to the Date of Termination and the denominator of which is 365 (which amount, notwithstanding the foregoing, Executive pursuant to Section 10(b)(ii) shall be paid when and as bonuses under such plan are ordinarily paid), and (iii) any accrued vacation pay, in each case to the extent not theretofore paid; plus
(2) provided that the Company has received a customary release (which release shall extend to all claims against the Company and its affiliates and agents) signed by the Executive and not revoked within the permitted revocation period, a lump sum payment equal to 1.99 times the Executive’s annual base salary at the Date of Termination from the Company and its affiliated companies plus 1.99 times the average of the dollar amount of the Executive’s actual or annualized (for any fiscal year consisting of less than 12 full months) annual bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in the same manner and its affiliated companies in respect at the same time that Incentive Bonus payments are made to current employees of the five fiscal years Company, but no earlier than the first normal payroll date of the Company immediately preceding following the fiscal year in which the Date expiration of Termination occurs; provided, further, that any all applicable rescission periods provided by law. Any amount paid payable to Executive pursuant to this Section 3(a)(210(b)(iv) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received Executive by the Executive upon termination of employment of Company on the Executive under same date as any severance plan, policy or arrangement of the Company.
(b) In addition to the payments to payment would be made pursuant to Section 3(a10(b)(ii) hereof, any stock options or other equity awards granted if Executive were entitled to the Executive under the Company’s equity compensation plans shall be treated in accordance with the terms of such plan, and the payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangementpayment.
(c) For a period of 24 months commencing on the Date of Termination, If Executive's employment with the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately is terminated effective prior to the Date of Termination or as provided generally with respect to other peer executives expiration of the Company and its affiliated companies, and the Company and the Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. Notwithstanding the foregoing: (i) during the period of coverage, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than any life-time coverage limits under the applicable medical plans); (ii) the reimbursement of an eligible expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (iii) the Executive’s rights pursuant to this Section 3(c) shall not be subject to liquidation or exchange for another benefit.
(d) If during the Termination Period the employment of the Executive shall terminate Term by reason of a Nonqualifying TerminationExecutive's death or Disability, then the Company shall pay to Executive or her beneficiary or her estate, as the Executive within 30 days following the Date of Terminationcase may be, a cash amount equal to the sum of (1) the Executive’s full annual her then-current base salary from the Company through the Termination Date, any earned and unpaid quarterly Incentive Bonus for the fiscal quarter preceding the fiscal quarter in which the Termination Date of Termination, to the extent not theretofore paid occurs and (2) any accrued vacation pay, to the extent not theretofore paid. The payment a pro-rated portion of any compensation previously deferred quarterly Incentive Bonus for the fiscal quarter in which the Termination Date occurs, based on the number of days during such fiscal quarter that Executive was employed by the Executive (together with any interest Company, payable in the same manner and earnings thereon) shall be treated in accordance with at the terms same time that Incentive Bonus payments are made to current employees of such separate deferral arrangementthe Company.
Appears in 1 contract
Payments Upon Termination of Employment. (a) If during Executive’s employment with the Company is terminated by reason of:
(i) Executive’s abandonment of her employment or Executive’s resignation for any reason (whether or not such resignation is set forth in writing or otherwise communicated to the Company);
(ii) termination of Executive’s employment by the Company for Cause (as defined below); or
(iii) termination of Executive’s employment by the Company without Cause following expiration of the Term; the Company shall pay to Executive her then-current base salary through the Termination Period Date.
(b) Except in the case of a Change in Control, which is governed by Section 10(c) below, if Executive’s employment with the Company is terminated by the Company pursuant to Section 9(a)(i) effective prior to the expiration of the Executive shall terminate, Term for any reason other than by reason of a Nonqualifying Terminationfor Cause (as defined below), then the Company shall pay to the Executive (or the Executive’s beneficiary or estate, subject to Section 10(h) within 60 days following the Date of Termination (or such later date as may be required by Section 17 hereof), as compensation for services rendered to the Companythis Agreement:
(1) a cash amount equal to the sum of (i) the Executive’s her then-current base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, Termination Date;
(ii) an any earned and unpaid annual Incentive Bonus for the fiscal year immediately preceding the Termination Date and any annual Incentive Bonus earned on a prorated basis through the Termination Date, payable after the actual amount equal of Incentive Bonus is calculated but not later than the date that is 2 ½ months following the last day of the applicable fiscal year;
(iii) the amount of her then current base salary that Executive would have received from the Termination Date through the date that is 180 days following such Termination Date; and
(iv) $60,000.00 with respect to the Executive’s annual bonus first year of the Term; and, $100,000.00 with respect to the second and third years of the Term. Any amount payable to Executive pursuant to Section 10(b)(iii) shall be subject to deductions and withholdings and shall be paid to Executive by the Company in an amount determined the same periodic installments in accordance with the terms Company’s regular payroll practices commencing on the first normal payroll date of the Company’s annual incentive planCompany following the expiration of all applicable rescission periods provided by law; provided, multiplied by however, that at the option of the Compensation Committee and if in compliance with Code Section 409A, amounts payable pursuant to Section 10(b)(iii) may be paid in a fraction, the numerator of which is the number of days in the Company’s fiscal year prior lump sum. Any amount payable to the Date of Termination and the denominator of which is 365 (which amount, notwithstanding the foregoing, Executive pursuant to Section 10(b)(ii) shall be paid when and as bonuses under such plan are ordinarily paid), and (iii) any accrued vacation pay, in each case to the extent not theretofore paid; plus
(2) provided that the Company has received a customary release (which release shall extend to all claims against the Company and its affiliates and agents) signed by the Executive and not revoked within the permitted revocation period, a lump sum payment equal to 1.99 times the Executive’s annual base salary at the Date of Termination from the Company and its affiliated companies plus 1.99 times the average of the dollar amount of the Executive’s actual or annualized (for any fiscal year consisting of less than 12 full months) annual bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in the same manner and its affiliated companies at the same time that Incentive Bonus payments are made to current named executive officers of Texas Roadhouse, Inc., as that term is applied by Texas Roadhouse, Inc. in respect accordance with the rules and regulations of the five fiscal years U.S. Securities and Exchange Commission (the “Named Executive Officers”), but no earlier than the first normal payroll date of the Company immediately preceding following the fiscal year in which the Date expiration of Termination occurs; provided, further, that any all applicable rescission periods provided by law. Any amount paid payable to Executive pursuant to this Section 3(a)(210(b)(iv) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company.
(b) In addition to the payments to be made pursuant to Section 3(a) hereof, any stock options or other equity awards granted to the Executive under the Company’s equity compensation plans shall be treated in accordance with the terms of such plan, and the payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangementa lump sum.
(c) For a period of 24 months commencing on the Date of Termination, If Executive’s employment is terminated by the Company shall continue to keep without Cause following a Change in full force Control as defined in this Agreement and effect all policies of medical, accident, disability and life insurance with respect to before the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination or as provided generally with respect to other peer executives end of the Company Term of this Agreement, or if Executive’s employment is terminated by Executive for Good Reason following a Change in Control and its affiliated companies, and before the Company and the Executive shall share the costs end of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. Notwithstanding the foregoing: (i) during the period of coverage, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than any life-time coverage limits under the applicable medical plans); (ii) the reimbursement of an eligible expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (iii) the Executive’s rights pursuant to this Section 3(c) shall not be subject to liquidation or exchange for another benefit.
(d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying TerminationTerm, then the Company shall pay to the Executive within 30 days following the Date Executive, subject to Executive’s compliance with Section 10(h) of Terminationthis Agreement, a cash an amount equal to the sum of (1) the Executive’s full annual her then current base salary from the Company and incentive bonus through the Date end of TerminationTerm of the Agreement, to paid in the extent not theretofore paid and (2) any accrued vacation pay, to the extent not theretofore paid. The payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated same periodic installments in accordance with the terms Company’s regular payroll practices, but in no event will the Company pay Executive less than one year of her current base salary and incentive bonus. At the option of the Compensation Committee and if in compliance with Code Section 409A, amounts payable pursuant to Section 10(c) may be paid in a lump sum.
(d) If Executive’s employment with the Company is terminated effective prior to the expiration of the Term by reason of Executive’s death or Disability, the Company shall pay to Executive or her beneficiary or her estate, as the case may be;
(i) her then-current base salary through the Termination Date;
(ii) any earned and unpaid annual Incentive Bonus for the fiscal year immediately preceding the Termination Date and any annual Incentive Bonus earned on a prorated basis through the Termination Date, payable after the actual amount of Incentive Bonus is calculated but not later than the date that is 2 ½ months following the last day of the applicable fiscal year;
(iii) the amount of her then current base salary that Executive would have received from the Termination Date through the date that is 180 days following such separate deferral arrangementTermination Date; and
(iv) $60,000.00 with respect to the first year of the Term; and, $100,000.00 with respect to the second and third years of the Term. Any amount payable to Executive pursuant to Section 10(d)(iii) shall be subject to deductions and withholdings and shall be paid to Executive or her estate or beneficiary by the Company in the same periodic installments in accordance with the Company’s regular payroll practices commencing on the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law; provided, however, that at the option of the Compensation Committee and if in compliance with Code Section 409A, amounts payable pursuant to Section 10(d)(iii) may be paid in a lump sum. Any amount payable to Executive or her estate or beneficiary pursuant to Section 10(d)(ii) shall be paid to Executive or her estate or beneficiary by the Company in the same manner and at the same time that Incentive Bonus payments are made to current Named Executive Officers, but no earlier than the first normal payroll date of the Company following the expiration of all applicable rescission periods provided by law. Any amount payable to Executive or her estate or beneficiary pursuant to Section 10(d)(iv) shall be paid in a lump sum.
Appears in 1 contract
Payments Upon Termination of Employment. (a) If Executive’s employment with the Company is terminated by the Company without Cause on or prior to the one-year anniversary of the Effective Date, then, subject to Section 9(h) below, and in addition to his Base Salary earned through the Termination Date:
(i) the Company shall pay to Executive severance pay at the rate of his Base Salary for a period of eighteen (18) consecutive months after the Termination Date;
(ii) if Executive is eligible for and takes all steps necessary to continue his group health insurance coverage with the Company following the termination of his employment with the Company, the Company shall pay for the portion of the premium costs for such coverage that the Company pays for then active employees of the Company, at the same level of coverage that was in effect as of the Termination Date, for a period of eighteen (18) consecutive months after the Termination Date; and
(iii) the Company shall pay to Executive $400,000, which represents his target annual incentive bonus as of the Effective Date. Any amount payable to Executive as severance pay under Section 9(a)(i) shall be paid to Executive by the Company in accordance with the Company’s regular payroll cycle, commencing on the first regular payroll date of the Company that occurs more than 60 days after the Termination Date (and including any installment that would have otherwise been paid on regular payroll dates during the period of 60 days following the Termination Period Date), provided the employment conditions specified in Section 9(h) have been satisfied. Any amount payable to Executive pursuant to Section 9(a)(iii) shall be paid to Executive at the same time and in the same manner as bonuses are paid to other executives of the Company for the 2015 fiscal year, provided the conditions specified in Section 9(h) have been satisfied.
(b) If Executive’s employment with the Company is terminated by the Company without Cause after the one-year anniversary of the Effective Date, then, subject to Section 9(h) below, and in addition to his Base Salary earned through the Termination Date:
(i) the Company shall pay to Executive severance pay at the rate of his Base Salary for a period of twelve (12) consecutive months after the Termination Date;
(ii) if Executive is eligible for and takes all steps necessary to continue his group health insurance coverage with the Company following the termination of his employment with the Company, the Company shall terminatepay for the portion of the premium costs for such coverage that the Company pays for then active employees of the Company, at the same level of coverage that was in effect as of the Termination Date, for a period of twelve (12) consecutive months after the Termination Date; and
(iii) the Company shall pay to Executive a pro rata portion (based on the number of days of employment during the fiscal year) of any bonus that would have been payable to him for such fiscal year pursuant to Section 4(c) hereof, waiving any employment condition applicable to payment. Any amount payable to Executive as severance pay under Section 9(b)(i) shall be paid to Executive by the Company in accordance with the Company’s regular payroll cycle, commencing on the first regular payroll date of the Company that occurs more than 60 days after the Termination Date (and including any installment that would have otherwise been paid on regular payroll dates during the period of 60 days following the Termination Date), provided the conditions specified in Section 9(h) have been satisfied. Any amount payable to Executive as a bonus shall be paid to Executive at the same time and in the same manner as bonuses are paid to other executives of the Company for such fiscal year, provided the conditions specified in Section 9(h) have been satisfied.
(c) If Executive’s employment with the Company is terminated due to either (x) Executive’s death or Disability, or (y) Executive providing to the Company not less than 60 days’ prior written notice of his resignation of employment, then Company shall pay to Executive or his beneficiary or his estate, as the case may be, only his Base Salary earned through the Termination Date and a pro rata portion (based on the number of calendar days of employment during the fiscal year) of any bonus that would have been payable to him for such fiscal year pursuant to Section 4(c) hereof, with such bonus paid at the same time and in the same manner as bonuses are paid to other executives of the Company for such fiscal year, and, in the event of death or Disability, the rights set forth in Section 4(d). Executive’s beneficiary shall be entitled to the life insurance benefit provided in Section 4(e).
(d) If Executive’s employment with the Company is terminated by the Company for Cause or for any reason of a Nonqualifying Terminationnot covered by Sections 9(a), (b) or (c), then the Company shall pay to the Executive (or the Executive’s beneficiary or estate) within 60 days following the Date of Termination (or such later date as may be required by Section 17 hereof), as compensation for services rendered to the Company:
(1) a cash amount equal to the sum of (i) the Executive’s base salary from the Company and its affiliated companies only his Base Salary earned through the Date of Termination, to the extent not theretofore paid, (ii) an amount equal to the Executive’s annual bonus in an amount determined in accordance with the terms of the Company’s annual incentive plan, multiplied by a fraction, the numerator of which is the number of days in the Company’s fiscal year prior to the Date of Termination and the denominator of which is 365 (which amount, notwithstanding the foregoing, shall be paid when and as bonuses under such plan are ordinarily paid), and (iii) any accrued vacation pay, in each case to the extent not theretofore paid; plus
(2) provided that the Company has received a customary release (which release shall extend to all claims against the Company and its affiliates and agents) signed by the Executive and not revoked within the permitted revocation period, a lump sum payment equal to 1.99 times the Executive’s annual base salary at the Date of Termination from the Company and its affiliated companies plus 1.99 times the average of the dollar amount of the Executive’s actual or annualized (for any fiscal year consisting of less than 12 full months) annual bonus, paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies in respect of the five fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs; provided, further, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the CompanyDate.
(b) In addition to the payments to be made pursuant to Section 3(a) hereof, any stock options or other equity awards granted to the Executive under the Company’s equity compensation plans shall be treated in accordance with the terms of such plan, and the payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangement.
(c) For a period of 24 months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination or as provided generally with respect to other peer executives of the Company and its affiliated companies, and the Company and the Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. Notwithstanding the foregoing: (i) during the period of coverage, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than any life-time coverage limits under the applicable medical plans); (ii) the reimbursement of an eligible expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (iii) the Executive’s rights pursuant to this Section 3(c) shall not be subject to liquidation or exchange for another benefit.
(d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of (1) the Executive’s full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid and (2) any accrued vacation pay, to the extent not theretofore paid. The payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangement.
Appears in 1 contract
Payments Upon Termination of Employment. (a) 3.1 If during the Termination Period the employment of the Executive shall terminate, terminate other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or to the Executive’s 's beneficiary or estate) within 60 days following the Date of Termination (or such later date as may be required by Section 17 hereof), as compensation for services rendered to the Company:
(1) 3.1.1 Within 30 days following the Date of Termination, a cash amount equal to the sum of (i) the Executive’s 's annual base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, (ii) an amount equal to the Executive’s annual bonus in an amount determined in accordance with the terms of the Company’s annual incentive plan, multiplied by a fraction, the numerator of which is the number of days in the Company’s fiscal year prior to the Date of Termination and the denominator of which is 365 (which amount, notwithstanding the foregoing, shall be paid when and as bonuses under such plan are ordinarily paid), and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus
(2) provided that the Company has received a customary release (which release shall extend to all claims against the Company and its affiliates and agents) signed by the Executive and not revoked within the permitted revocation period, a lump sum payment 3.1.2 A cash amount equal to 1.99 (i) one times the Executive’s 's annual base salary at the Date of Termination from the Company and its affiliated companies in effect at the time the Change of Control occurs, plus 1.99 (ii) one times the average of the dollar amount of the Executive’s actual or annualized (for any fiscal year consisting of less than 12 full months) 's annual bonus, bonus paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies in respect of the five fiscal years year of the Company immediately preceding the fiscal year in which the Date Change in Control occurs. Such aggregate amount shall be payable, at the election of the Executive (or the Executive's beneficiary or estate) either in a lump sum (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5 hereof) within 30 days following the date of Termination occurs; provided, further, that any amount paid or in 12 equal monthly installments commencing 30 days following the date of Termination. The amounts payable pursuant to this Section 3(a)(2) 3.1.2, together with any amounts or benefits otherwise payable pursuant to this Agreement, shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company.
(b) In addition 3.2 If during the Termination Period the employment of the Executive shall terminate other than by reason of a Nonqualifying Termination, the Executive shall also be entitled to the payments to following:
3.2.1 If on the Date of Termination the Executive shall not be fully vested in the employer contributions made pursuant to Section 3(a) hereofon his behalf under the Plan, any stock options or other equity awards granted the Company shall pay to the Executive within 30 days following the Date of Termination a lump sum cash amount equal to the value of the unvested portion of such employer contributions; provided, however, that if any payment pursuant to this Section 3.2.1 may or would result in such payment being deemed a transaction which is subject to Section 16(b) of the Securities Exchange Act, the Company shall make such payment so as to meet the conditions for an exemption from such Section 16(b) as set forth in the rules (and interpretive and no-action letters relating thereto) under the Company’s equity compensation plans Section 16. The value of any such unvested employer contributions shall be treated in accordance with determined as of the terms Date of such planTermination; provided that if the common stock of the Company is traded on NASDAQ or any stock exchange on the Date of Termination, and the payment value of any compensation previously deferred by a share of common stock of the Executive (together with any interest and earnings thereon) Company shall be treated in accordance with the terms closing price on NASDAQ or such stock exchange on the Date of Termination or, if such separate deferral arrangementdate is not a trading day, on the immediately preceding trading day.
(c) 3.2.2 For a period of 24 12 months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination or or, if more favorable to the Executive, as provided generally with respect to other peer executives of the Company and its affiliated companies, and the Company and the Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. Notwithstanding .
3.2.3 If on the foregoing: (i) during Date of Termination the period of coverage, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than any life-time coverage limits under the applicable medical plans); (ii) the reimbursement of an eligible expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (iii) the Executive’s rights pursuant to this Section 3(c) Executive shall not be subject fully vested with respect to liquidation or exchange any stock options previously granted to the Executive, on the Date of Termination all such stock options shall become immediately vested and exercisable (notwithstanding any provision of the Company's stock option plans to the contrary). Such options shall be exercisable for another benefitsuch period following the Date of Termination as is provided in the plan and/or agreement pursuant to which such options were granted.
(d) 3.3 If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of (1i) the Executive’s 's full annual base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid paid, and (2ii) any accrued vacation pay, to the extent not theretofore paid. The payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated and any accrued vacation pay, in accordance with each case to the terms of such separate deferral arrangementextent not theretofore paid.
Appears in 1 contract
Samples: Severance Agreement (THQ Inc)
Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of terminate pursuant to a Nonqualifying Qualifying Termination, then the Company shall pay provide to the Executive Executive:
(or the Executive’s beneficiary or estate1) within 60 Within ten (10) days following the Date of Termination (or such later date as may be required by Section 17 hereof), as compensation for services rendered to the Company:
(1) a lump-sum cash amount equal to the sum of (iA) the Executive’s 's base salary from the Company and its affiliated companies through the Date of TerminationTermination and any bonus amounts which have become payable, to the extent not theretofore paidpaid or deferred, (B) a pro rata portion of Executive's annual bonus for the fiscal year in which Executive's Date of Termination occurs in an amount at least equal to (i) Executive's Bonus Amount, multiplied by (ii) an amount equal to the Executive’s annual bonus in an amount determined in accordance with the terms of the Company’s annual incentive plan, multiplied by a fraction, the numerator of which is the number of days in the Company’s fiscal year prior to in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365 three hundred sixty-five (365), and reduced by (iii) any amounts paid from the Company's annual incentive plan for the fiscal year in which amountExecutive's Date of Termination occurs; plus
(2) Within ten (10) days following the Date of Termination, notwithstanding a lump-sum cash amount equal to (A) two (2) times Executive's highest annual rate of base salary during the 12-month period immediately prior to Executive's Date of Termination, plus (B) two (2) times Executive's Bonus Amount.
(b) If during the Termination Period the employment of Executive shall terminate pursuant to a Qualifying Termination, the Company shall continue to provide, for a period of two (2) years following Executive's Date of Termination, Executive (and Executive's dependents, if applicable) with the same level of medical, dental, accident, disability and life insurance benefits upon substantially the same terms and conditions (including contributions required by Executive for such benefits) as existed immediately prior to Executive's Date of Termination (or, if more favorable to Executive, as such benefits and terms and conditions existed immediately prior to the Change in Control); provided that, if Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer,
(ii) the welfare benefits described herein shall be paid when secondary to such benefits during the period of Executive's eligibility, but only to the extent that the Company reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder.
(c) If during the Termination Period the employment of Executive shall terminate pursuant to a Qualifying Termination, the Company shall (1) for all purposes (including eligibility, vesting and benefit accrual) of each pension, savings and retirement plan and program of the Company, treat Executive as bonuses under such plan are ordinarily paid)if (A) Executive had an additional two (2) years of service with the Company, and (B) Executive's attained age were two (2) years older than Executive's actual attained age as of his Date of Termination, and (B) pay to Executive, within 30 days following his Date of Termination, a lump sum payment in an amount equal to the sum of:
(i) The excess, if any, of (x) the present value of the benefits to which Executive would be entitled under Company's pension and retirement plans (qualified and nonqualified), if Executive had continued in the employ of the Company for an additional two (2) years following his Date of Termination earning during such two-year period the rate of base salary and bonus in effect as of his Date of Termination, over (y) the present value of the benefit to which Executive is actually entitled under such pension and retirement plans as of his Date of Termination;
(ii) The present value of the Company contributions (including any allocations of securities of the Company) that would have been made under all Company savings programs (qualified and nonqualified), if Executive had continued in the employ of the Company for an additional two (2) years following his Date of Termination earning during such two-year period the rate of base salary and bonus in effect as of his Date of Termination, assuming that the Company would have made the maximum contributions permitted under such savings programs, and assuming, for purposes of determining the amount of any Company matching contributions, that Executive would have contributed the amount necessary to receive the maximum matching contributions available under such savings programs); and
(iii) If contributions to the Company's employee stock ownership plan (the "ESOP") will continue after the Date of Termination, the value of the allocations that would have been made to Executive under the ESOP, if Executive had continued in the employ of the Company for an additional two (2) years following his Date of Termination, determined by multiplying (x) two (2) times the number of shares of stock of the Company (or, if applicable, the Surviving Person or the Parent Corporation, as such terms are defined below) allocated to the Executive's account under the ESOP for the last full calendar year prior to the Date of Termination by (y) the fair market value of one share of such stock on the Date of Termination. For purposes of the preceding sentence, "present value" shall be determined as of the Date of Termination and shall be calculated based upon a discount rate of the base rate referred to in Section 7 and without reduction for mortality. Exhibit 10(ii)
(d) If during the Termination Period the employment of Executive shall terminate other than by reason of a Qualifying Termination, then the Company shall pay to Executive within thirty (30) days following the Date of Termination, a lump-sum cash amount equal to the sum of (1) Executive's base salary through the Date of Termination and any bonus amounts which have become payable, to the extent not theretofore paid or deferred, and (2) and any accrued vacation pay, in each case to the extent not theretofore paid; plus
(2) provided that the . The Company has received a customary release (which release shall extend may make such additional payments, and provide such additional benefits, to all claims against Executive as the Company and its affiliates and agents) signed by the Executive and not revoked within the permitted revocation period, a lump sum payment equal to 1.99 times the Executive’s annual base salary at the Date of Termination from the Company and its affiliated companies plus 1.99 times the average of the dollar amount of the Executive’s actual or annualized (for any fiscal year consisting of less than 12 full months) annual bonus, paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies may agree in respect of the five fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs; provided, further, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Companywriting.
(b) In addition to the payments to be made pursuant to Section 3(a) hereof, any stock options or other equity awards granted to the Executive under the Company’s equity compensation plans shall be treated in accordance with the terms of such plan, and the payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangement.
(c) For a period of 24 months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination or as provided generally with respect to other peer executives of the Company and its affiliated companies, and the Company and the Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. Notwithstanding the foregoing: (i) during the period of coverage, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than any life-time coverage limits under the applicable medical plans); (ii) the reimbursement of an eligible expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (iii) the Executive’s rights pursuant to this Section 3(c) shall not be subject to liquidation or exchange for another benefit.
(d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of (1) the Executive’s full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid and (2) any accrued vacation pay, to the extent not theretofore paid. The payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangement.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Sterling Bancorp)
Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of terminate pursuant to a Nonqualifying Qualifying Termination, then the Company shall pay provide to the Executive Executive:
(or the Executive’s beneficiary or estate1) within 60 Within ten (10) days following the Date of Termination (or such later date as may be required by Section 17 hereof), as compensation for services rendered to the Company:
(1) a lump-sum cash amount equal to the sum of (iA) the Executive’s 's base salary from the Company and its affiliated companies through the Date of TerminationTermination and any bonus amounts which have become payable, to the extent not theretofore paidpaid or deferred, (B) a pro rata portion of Executive's annual bonus for the fiscal year in which Executive's Date of Termination occurs in an amount at least equal to (i) Executive's Bonus Amount multiplied by (ii) an amount equal to the Executive’s annual bonus in an amount determined in accordance with the terms of the Company’s annual incentive plan, multiplied by a fraction, the numerator of which is the number of days in the Company’s fiscal year prior to in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365 three hundred sixty-five (365), and reduced by (iii) any amounts paid from the Company's annual incentive plan for the fiscal year in which amountExecutive's Date of Termination occurs; plus
(2) Within ten (10) days following the Date of Termination, notwithstanding a lump-sum cash amount equal to (A) two (2) times Executive's highest annual rate of base salary during the 12-month period immediately prior to Executive's Date of Termination, plus (B) two (2) times Executive's Bonus Amount.
(b) If during the Termination Period the employment of Executive shall terminate pursuant to a Qualifying Termination, the Company shall continue to provide, for a period of two (2) years following Executive's Date of Termination, Executive (and Executive's dependents, if applicable) with the same level of medical, dental, accident, disability and life insurance benefits upon substantially the
(i) same terms and conditions (including contributions required by Executive for such benefits) as existed immediately prior to Executive's Date of Termination (or, if more favorable to Executive, as such benefits and terms and conditions existed immediately prior to the Change in Control); provided that, if Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be paid when secondary to such benefits during the period of Executive's eligibility, but only to the extent that the Company reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder.
(c) If during the Termination Period the employment of Executive shall terminate pursuant to a Qualifying Termination, the Company shall pay to Executive, within 30 days following his Date of Termination, a lump sum payment in an amount equal to the sum of:
(1) The excess, if any, of (A) the present value of the benefits to which Executive would be entitled under Company's pension and retirement plans (qualified and nonqualified), if Executive had continued in the employ of the Company for an additional two (2) years following his Date of Termination earning during such two-year period the rate of base salary and bonus in effect as bonuses of his Date of Termination, over (B) the present value of the benefit to which Executive is actually entitled under such pension and retirement plans as of his Date of Termination;
(2) The present value of the Company contributions (including any allocations of securities of the Company) that would have been made under all Company savings programs (qualified and nonqualified), if Executive had continued in the employ of the Company for an additional two (2) years following his Date of Termination earning during such two-year period the rate of base salary and bonus in effect as of his Date of Termination, assuming that the Company would have made the maximum contributions permitted under such savings programs, and assuming, for purposes of determining the amount of any Company matching contributions, that Executive would have contributed the amount necessary to receive the maximum matching contributions available under such savings programs); and
(3) If contributions to the Company's employee stock ownership plan (the "ESOP") will continue after the Date of Termination, the value of the allocations that would have been made to Executive under the ESOP, if Executive had continued in the employ of the Company for an additional two (2) years following his Date of Termination, determined by multiplying (A) two (2) times the number of shares of stock of the Company (or, if applicable, the Surviving Person or the Parent Corporation, as such terms are ordinarily paid)defined below) allocated to the Executive's account under the ESOP for the last full calendar year
(i) prior to the Date of Termination by (B) the fair market value of one share of such stock on the Date of Termination. For purposes of the preceding sentence, "present value" shall be determined as of the Date of Termination and shall be calculated based upon a discount rate of the base rate referred to in Section 7 and without reduction for mortality.
(d) If during the Termination Period the employment of Executive shall terminate other than by reason of a Qualifying Termination, then the Company shall pay to Executive within thirty (30) days following the Date of Termination, a lump-sum cash amount equal to the sum of (1) Executive's base salary through the Date of Termination and any bonus amounts which have become payable, to the extent not theretofore paid or deferred, and (iii2) any accrued vacation pay, in each case to the extent not theretofore paid; plus
(2) provided that the . The Company has received a customary release (which release shall extend may make such additional payments, and provide such additional benefits, to all claims against Executive as the Company and its affiliates and agents) signed by the Executive and not revoked within the permitted revocation period, a lump sum payment equal to 1.99 times the Executive’s annual base salary at the Date of Termination from the Company and its affiliated companies plus 1.99 times the average of the dollar amount of the Executive’s actual or annualized (for any fiscal year consisting of less than 12 full months) annual bonus, paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies may agree in respect of the five fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs; provided, further, that any amount paid pursuant to this Section 3(a)(2) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Companywriting.
(b) In addition to the payments to be made pursuant to Section 3(a) hereof, any stock options or other equity awards granted to the Executive under the Company’s equity compensation plans shall be treated in accordance with the terms of such plan, and the payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangement.
(c) For a period of 24 months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination or as provided generally with respect to other peer executives of the Company and its affiliated companies, and the Company and the Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. Notwithstanding the foregoing: (i) during the period of coverage, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than any life-time coverage limits under the applicable medical plans); (ii) the reimbursement of an eligible expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (iii) the Executive’s rights pursuant to this Section 3(c) shall not be subject to liquidation or exchange for another benefit.
(d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of (1) the Executive’s full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid and (2) any accrued vacation pay, to the extent not theretofore paid. The payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangement.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Sterling Bancorp)
Payments Upon Termination of Employment. (a) 3.1 If during the Termination Period the employment of the Executive shall terminate, terminate other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or to the Executive’s 's beneficiary or estate) within 60 days following the Date of Termination (or such later date as may be required by Section 17 hereof), as compensation for services rendered to the Company:
(1) 3.1.1 Within 10 days following the Date of Termination, a cash amount equal to the sum of (i) the Executive’s 's annual base salary from the Company and its affiliated companies through the Date of Termination, to the extent not theretofore paid, (ii) an amount equal to the Executive’s annual bonus in an amount determined in accordance with the terms of the Company’s annual incentive plan, multiplied by a fraction, the numerator of which is the number of days in the Company’s fiscal year prior to the Date of Termination and the denominator of which is 365 (which amount, notwithstanding the foregoing, shall be paid when and as bonuses under such plan are ordinarily paid), and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus
(2) provided that the Company has received a customary release (which release shall extend to all claims against the Company and its affiliates and agents) signed by the Executive and not revoked within the permitted revocation period, a lump sum payment 3.1.2 A cash amount equal to 1.99 (i) 2.99 times the Executive’s 's annual base salary at the Date of Termination from the Company and its affiliated companies in effect at the time the Change of Control occurs, plus 1.99 (ii) 2.99 times the average of the dollar amount of the Executive’s actual or annualized (for any fiscal year consisting of less than 12 full months) 's annual bonus, bonus paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated companies in respect of the five fiscal years year of the Company immediately preceding the fiscal year in which the Date Change in Control occurs. Such aggregate amount shall be payable, at the election of the Executive (or the Executive's beneficiary or estate) either in a lump sum (subject to any applicable payroll or other taxes required to be withheld) within 10 days following the date of Termination occurs; provided, further, that any amount paid or in 12 equal monthly installments commencing 30 days following the date of Termination. The amounts payable pursuant to this Section 3(a)(2) 3.1.2, together with any amounts or benefits otherwise payable pursuant to this Exhibit, shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company.
(b) In addition 3.2 If during the Termination Period the employment of the Executive shall terminate other than by reason of a Nonqualifying Termination, the Executive shall also be entitled to the payments to following:
3.2.1 If on the Date of Termination the Executive shall not be fully vested in the employer contributions made pursuant to Section 3(a) hereofon his behalf under the Plan, any stock options or other equity awards granted the Company shall pay to the Executive within 30 days following the Date of Termination a lump sum cash amount equal to the value of the unvested portion of such employer contributions; provided, however, that if any payment pursuant to this Section 3.2.1 may or would result in such payment being deemed a transaction which is subject to Section 16(b) of the Securities Exchange Act, the Company shall make such payment so as to meet the conditions for an exemption from such Section 16(b) as set forth in the rules (and interpretive and no-action letters relating thereto) under the Company’s equity compensation plans Section 16. The value of any such unvested employer contributions shall be treated determined as of the Date of Termination as provided in accordance with the terms clause (ii)(C) of such plan, and the payment Section 2.2 of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangementthis Exhibit.
(c) 3.2.2 For a period of 24 12 months commencing on the Date of Termination, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the Date of Termination or or, if more favorable to the Executive, as provided generally with respect to other peer executives of the Company and its affiliated companies, and the Company and the Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. Notwithstanding the foregoing: (i) during the period of coverage, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than any life-time coverage limits under the applicable medical plans); (ii) the reimbursement of an eligible expense shall be made on or before December 31 of the year following the year in which the expense was incurred; and (iii) the Executive’s rights pursuant to this Section 3(c) shall not be subject to liquidation or exchange for another benefit.
(d) If during the Termination Period the employment of the Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to the Executive within 30 days following the Date of Termination, a cash amount equal to the sum of (1) the Executive’s full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid and (2) any accrued vacation pay, to the extent not theretofore paid. The payment of any compensation previously deferred by the Executive (together with any interest and earnings thereon) shall be treated in accordance with the terms of such separate deferral arrangement.
Appears in 1 contract
Samples: Employment Agreement (THQ Inc)