PAYMENTS UPON TERMINATION OF EXECUTIVE. (a) If the employment of the Executive shall be terminated other than by reason of death or Disability (i) by the Company (other than for Cause) or (ii) by the Executive for Good Reason, then the Company shall pay or provide to the Executive (or the Executive's beneficiary or estate): (1) within thirty (30) days following the date of such termination of employment ("Termination Date"), a lump-sum cash amount equal to the sum of (i) the Executive's unpaid Base Salary through the Termination Date; (ii) any accrued but unpaid annual bonus under the Performance Bonus Plan in respect of the annual bonus period preceding the bonus period in which the Termination Date occurs; (iii) any unpaid reimbursable business expenses properly incurred through the Termination Date; and (iv) a bonus payment equal to the Executive's Annual Target Bonus in the year of termination, multiplied by a fraction the numerator of which is the number of months in the bonus year of termination in which the Executive has worked at least one day and the denominator of which is 12; (2) within thirty (30) days following the Termination Date, a lump-sum cash amount equal to the greater of (A) the Executive's then Base Salary payable over the remainder of the Term plus a bonus equal to the Executive's Annual Target Bonus in the year of termination multiplied by a fraction the numerator of which is the number of complete months remaining in the Term and the denominator of which is 12, or (B) 2.0 times the sum of: (i) the Executive's annual rate of Base Salary as of the Termination Date plus (ii) the Annual Target Bonus for the year in which the Termination Date occurs (in each such case, Executive's Base Salary and Annual Target Bonus being determined without taking into account any reductions thereto constituting Good Reason); PROVIDED, HOWEVER, that the Executive shall not be entitled to any severance benefits from the Company or under any Company severance plan, policy or arrangement other than as specified in this Agreement; (3) for a period terminating on the earlier of (A) the commencement of the provision of substantially equivalent benefits by a new employer or (B) the later of (I) the last day of the Term, or (II) twenty-four (24) months following the Termination Date, the Company shall continue to keep in full force and effect (or otherwise provide) all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with substantially the same level of coverage, upon substantially the same terms and otherwise substantially to the same extent as such policies shall have been in effect immediately prior to the Termination Date, and, as applicable, 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; (4) for purposes of determining final average compensation (or making any similar calculation) and years of service (for purposes of eligibility, vesting and benefit accrual) under any tax-qualified or supplemental defined benefit retirement plan (including without limitation any SERP), Executive shall be deemed to have remained employed by the Company hereunder until the end of the Term and to have received his then current Base Salary and Annual Target Bonus through the end of the Term; PROVIDED, that to the extent such benefits cannot be accrued under and paid from any tax-qualified pension plan, such benefits shall be accrued under and paid from any SERP or other supplemental plan. (5) all options to purchase Common Stock held by the Executive shall immediately become fully vested and exercisable and shall remain exercisable until the later of (A) the date that is 24 months following the Termination Date and (B) the expiration of the stated term of such options: (6) payment of the Escrow Balance to Executive; and (b) If the employment of the Executive shall be terminated (i) by reason of the Executive's death or Disability, (ii) by the Company for Cause, (iii) by the Executive without Good Reason, or (iv) by the mutual written consent of the parties hereto (each a "Non qualifying Termination"), then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within thirty (30) days following the Termination Date a lump-sum cash amount equal to the sum of the Executive's unpaid Base Salary through the Termination Date plus any bonus payments which have been earned or become payable, to the extent not theretofore paid, plus any unpaid reimbursable business expenses properly incurred through the Termination Date (in addition to, in the case of employment termination by mutual consent, any amounts required to be paid in accordance with the written agreement between Company and Executive). In addition, Executive (or the Executive's beneficiary or estate) shall have no less than ninety days following the termination of his employment pursuant to a Non qualifying Termination to exercise any outstanding options to the extent vested and exercisable as of the Termination Date.
Appears in 2 contracts
Samples: Employment Agreement (American Medical Providers Inc), Employment Agreement (American Medical Providers Inc)
PAYMENTS UPON TERMINATION OF EXECUTIVE. (a) If the employment of the Executive shall be terminated other than by reason of death or Disability Disability, (i) by the Company (other than for Cause) ), or (ii) by the Executive for Good Reason, then the Company shall pay or provide to the Executive Executive, (or the Executive's beneficiary or estate):
(1) within thirty (30) days following the date of such termination of employment ("Termination Date"), a lump-sum cash amount equal to the sum of of, (i) the Executive's unpaid Base Salary through the Termination Date; , (ii) any accrued but unpaid annual bonus under the Performance Bonus Plan in respect of the annual bonus period preceding the bonus period in which the Termination Date occurs; , (iii) any unpaid reimbursable business expenses properly incurred through the Termination Date; , and (iv) a bonus payment equal to the Executive's Annual Target Bonus in the year of termination, multiplied by a fraction the numerator of which is the number of months in the bonus year of termination in which the Executive has worked at least one day and the denominator of which is 12;
(2) within thirty (30) days following the Termination Date, a lump-sum cash amount equal to the greater of of; (A) the Executive's then Base Salary payable over the remainder of the Term plus a bonus equal to the Executive's Annual Target Bonus in the year of termination multiplied by a fraction the numerator of which is the number of complete months remaining in the Term and the denominator of which is 12, or (B) 2.0 times the sum of: (i) the Executive's annual rate of Base Salary as of the Termination Date plus (ii) the Annual Target Bonus for the year in which the Termination Date occurs (in each such case, Executive's Base Salary and Annual Target Bonus being determined without taking into account any reductions thereto constituting Good Reason); PROVIDED, HOWEVER, that the Executive shall not be entitled to any severance benefits from the Company or under any Company severance plan, policy or arrangement other than as specified in this Agreement;
(3) for a period terminating on the earlier of (A) the commencement of the provision of substantially equivalent benefits by a new employer or (B) the later of (I) the last day of the Term, or (II) twenty-four (24) months following the Termination Date, the Company shall continue to keep in full force and effect (or otherwise provide) all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with substantially the same level of coverage, upon substantially the same terms and otherwise substantially to the same extent as such policies shall have been in effect immediately prior to the Termination Date, and, as applicable, 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;
(4) for purposes of determining final average compensation (or making any similar calculation) and years of service (for purposes of eligibility, vesting and benefit accrual) under any tax-qualified or supplemental defined benefit retirement plan (including without limitation any SERP), Executive shall be deemed to have remained employed by the Company hereunder until the end of the Term and to have received his then current Base Salary and Annual Target Bonus through the end of the Term; PROVIDED, that to the extent such benefits cannot be accrued under and paid from any tax-qualified pension plan, such benefits shall be accrued under and paid from any SERP or other supplemental plan.
(5) all options to purchase Common Stock held by the Executive shall immediately become fully vested and exercisable and shall remain exercisable until the later of (A) the date that is 24 months following the Termination Date and (B) the expiration of the stated term of such options:
(6) payment of the Escrow Balance to Executive; and
(b) If the employment of the Executive shall be terminated (i) by reason of the Executive's death or Disability, (ii) by the Company for Cause, (iii) by the Executive without Good Reason, or (iv) by the mutual written consent of the parties hereto (each a "Non qualifying Termination"), then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within thirty (30) days following the Termination Date a lump-sum cash amount equal to the sum of the Executive's unpaid Base Salary through the Termination Date plus any bonus payments which have been earned or become payable, to the extent not theretofore paid, plus any unpaid reimbursable business expenses properly incurred through the Termination Date (in addition to, in the case of employment termination by mutual consent, any amounts required to be paid in accordance with the written agreement between Company and Executive). In addition, Executive (or the Executive's beneficiary or estate) shall have no less than ninety days following the termination of his employment pursuant to a Non qualifying Termination to exercise any outstanding options to the extent vested and exercisable as of the Termination Date.
Appears in 2 contracts
Samples: Employment Agreement (American Medical Providers Inc), Employment Agreement (American Medical Providers Inc)
PAYMENTS UPON TERMINATION OF EXECUTIVE. (a) If the employment of the Executive shall be terminated other than by reason of death or Disability Disability, (i) by the Company (other than for Cause) ), or (ii) by the Executive for Good Reason, then the Company shall pay or provide to the Executive Executive, (or the Executive's beneficiary or estate):
(1) within thirty (30) days following the date of such termination of employment ("Termination Date"), a lump-sum cash amount equal to the sum of of, (i) the Executive's unpaid Base Salary through the Termination Date; , (ii) any accrued but unpaid annual bonus under the Performance Bonus Plan in respect of the annual bonus period preceding the bonus period in which the Termination Date occurs; , (iii) any unpaid reimbursable business expenses properly incurred through the Termination Date; , and (iv) a bonus payment equal to the Executive's Annual Target Bonus in the year of termination, multiplied by a fraction the numerator of which is the number of months in the bonus year of termination in which the Executive has worked at least one day and the denominator of which is 12;
(2) within thirty (30) days following the Termination Date, a lump-sum cash amount equal to the greater of of; (A) the Executive's then Base Salary payable over the remainder of the Term plus a bonus equal to the Executive's Annual Target Bonus in the year of termination multiplied by a fraction the numerator of which is the number of complete months remaining in the Term and the denominator of which is 12, or (B) 2.0 3.0 times the sum of: (i) the Executive's annual rate of Base Salary as of the Termination Date plus plus, (ii) the Annual Target Bonus for the year in which the Termination Date occurs occurs, (in each such case, Executive's Base Salary and Annual Target Bonus being determined without taking into account any reductions thereto constituting Good Reason); PROVIDED, HOWEVER, that the Executive shall not be entitled to any severance benefits from the Company or under any Company severance plan, policy or arrangement other than as specified in this Agreement;.
(3) for a period terminating on the earlier of of; (A) the commencement of the provision of substantially equivalent benefits by a new employer employer; or (B) the later of of, (Ii) the last day of the Term, or (IIii) twenty-four (24) months following the Termination Date, the Company shall continue to keep in full force and effect effect, (or otherwise provide) all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with substantially the same level of coverage, upon substantially the same terms and otherwise substantially to the same extent as such policies shall have been in effect immediately prior to the Termination Date, and, as applicable, 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;
(4) for purposes of determining final average compensation compensation, (or making any similar calculation) and years of service service, (for purposes of eligibility, vesting and benefit accrual) under any tax-qualified or of supplemental defined benefit retirement plan plan, (including without limitation any SERP), ) Executive shall be deemed to have remained employed by the Company hereunder until the end of the Term and to have received his then current Base Salary and Annual Target Bonus through the end of the Term; PROVIDED, that to the extent such benefits cannot be accrued under and paid from any tax-qualified pension plan, such benefits shall be accrued under and paid from any SERP or other supplemental plan.
(5) all options to purchase Common Stock held by the Executive shall immediately become fully vested and exercisable and shall remain exercisable until the later of of; (A) the date that is 24 months following the Termination Date Date; and (B) the expiration of the stated term of such options:
(6) payment of the Escrow Balance to Executive; and
(b) If the employment of the Executive shall be terminated terminated, (i) by reason of the Executive's death or Disability, (ii) by the Company for Cause, (iii) by the Executive without Good Reason, or (iv) by the mutual written consent of the parties hereto hereto, (each a "Non Non-qualifying Termination"), then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within thirty (30) days following the Termination Date a lump-sum cash amount equal to the sum of the Executive's unpaid Base Salary through the Termination Date plus any bonus payments which have been earned or become payable, to the extent not theretofore paid, plus any unpaid reimbursable business expenses properly incurred through the Termination Date (in addition to, in the case of employment termination by mutual consent, any amounts required to be paid in accordance with the written agreement between Company and Executive)Date. In addition, Executive (or the Executive's beneficiary or estate) shall have no less than ninety days following the termination of his employment pursuant to a Non Non-qualifying Termination to exercise any outstanding options to the extent vested and exercisable as of the Termination Date.. If the employment of the Executive shall be terminated, by reason of the Executive's death or Disability, for a period terminating on the earlier of; (A) the commencement of the provision of substantially equivalent benefits by a new employer; or (B) the later of, (i) the last day of the Term, or (ii) twenty-four (24) months following the Termination Date, the Company shall continue to keep in full force and effect, (or otherwise provide) all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with substantially the same level of coverage, upon substantially the same terms and otherwise substantially to the same extent as such policies shall have been in effect immediately prior to the Termination Date, and, as applicable, 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 Termination Date;
Appears in 2 contracts
Samples: Employment Agreement (American Medical Providers Inc), Employment Agreement (American Medical Providers Inc)
PAYMENTS UPON TERMINATION OF EXECUTIVE. (a) If the employment of the Executive shall be terminated other than by reason of death or Disability Disability, (i) by the Company (other than for Cause) ), or (ii) by the Executive for Good Reason, then the Company shall pay or provide to the Executive Executive, (or the Executive's beneficiary or estate):
(1) within thirty (30) days following the date of such termination of employment ("Termination Date"), a lump-sum cash amount equal to the sum of of, (i) the Executive's unpaid Base Salary through the Termination Date; , (ii) any accrued but unpaid annual bonus under the Performance Bonus Plan in respect of the annual bonus period preceding the bonus period in which the Termination Date occurs; , (iii) any unpaid reimbursable business expenses properly incurred through the Termination Date; , and (iv) a bonus payment equal to the Executive's Annual Target Bonus in the year of termination, multiplied by a fraction the numerator of which is the number of months in the bonus year of termination in which the Executive has worked at least one day and the denominator of which is 12;
(2) within thirty (30) days following the Termination Date, a lump-sum cash amount equal to the greater of of; (A) the Executive's then Base Salary payable over the remainder of the Term plus a bonus equal to the Executive's Annual Target Bonus in the year of termination multiplied by a fraction the numerator of which is the number of complete months remaining in the Term and the denominator of which is 12, or (B) 2.0 times the sum of: (i) the Executive's annual rate of Base Salary as of the Termination Date plus plus, (ii) the Annual Target Bonus for the year in which the Termination Date occurs occurs, (in each such case, Executive's Base Salary and Annual Target Bonus being determined without taking into account any reductions thereto constituting Good Reason); PROVIDED, HOWEVER, that the Executive shall not be entitled to any severance benefits from the Company or under any Company severance plan, policy or arrangement other than as specified in this Agreement;.
(3) for a period terminating on the earlier of of; (A) the commencement of the provision of substantially equivalent benefits by a new employer employer; or (B) the later of of, (Ii) the last day of the Term, or (IIii) twenty-four (24) months following the Termination Date, the Company shall continue to keep in full force and effect effect, (or otherwise provide) all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with substantially the same level of coverage, upon substantially the same terms and otherwise substantially to the same extent as such policies shall have been in effect immediately prior to the Termination Date, and, as applicable, 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;
(4) for purposes of determining final average compensation compensation, (or making any similar calculation) and years of service service, (for purposes of eligibility, vesting and benefit accrual) under any tax-qualified or of supplemental defined benefit retirement plan plan, (including without limitation any SERP), ) Executive shall be deemed to have remained employed by the Company hereunder until the end of the Term and to have received his then current Base Salary and Annual Target Bonus through the end of the Term; PROVIDED, that to the extent such benefits cannot be accrued under and paid from any tax-qualified pension plan, such benefits shall be accrued under and paid from any SERP or other supplemental plan.
(5) all options to purchase Common Stock held by the Executive shall immediately become fully vested and exercisable and shall remain exercisable until the later of of; (A) the date that is 24 months following the Termination Date Date; and (B) the expiration of the stated term of such options:
(6) payment of the Escrow Balance to Executive; and
(b) If the employment of the Executive shall be terminated terminated, (i) by reason of the Executive's death or Disability, (ii) by the Company for Cause, (iii) by the Executive without Good Reason, or (iv) by the mutual written consent of the parties hereto hereto, (each a "Non Non-qualifying Termination"), then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within thirty (30) days following the Termination Date a lump-sum cash amount equal to the sum of the Executive's unpaid Base Salary through the Termination Date plus any bonus payments which have been earned or become payable, to the extent not theretofore paid, plus any unpaid reimbursable business expenses properly incurred through the Termination Date (in addition to, in the case of employment termination by mutual consent, any amounts required to be paid in accordance with the written agreement between Company and Executive)Date. In addition, Executive (or the Executive's beneficiary or estate) shall have no less than ninety days following the termination of his employment pursuant to a Non Non-qualifying Termination to exercise any outstanding options to the extent vested and exercisable as of the Termination Date.. If the employment of the Executive shall be terminated, by reason of the Executive's death or Disability, for a period terminating on the earlier of; (A) the commencement of the provision of substantially equivalent benefits by a new employer; or (B) the later of, (i) the last day of the Term, or (ii) twenty-four (24) months following the Termination Date, the Company shall continue to keep in full force and effect, (or otherwise provide) all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with substantially the same level of coverage, upon substantially the same terms and otherwise substantially to the same extent as such policies shall have been in effect immediately prior to the Termination Date, and, as applicable, 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 Termination Date;
Appears in 2 contracts
Samples: Employment Agreement (American Medical Providers Inc), Employment Agreement (American Medical Providers Inc)
PAYMENTS UPON TERMINATION OF EXECUTIVE. (a) If the employment of the Executive shall be terminated other than by reason of death or Disability (i) by the Company (other than for Cause) or (ii) by the Executive for Good Reason, then the Company shall pay or provide to the Executive (or the Executive's beneficiary or estate):
(1) within thirty (30) days following the date of such termination of employment ("Termination Date"), a lump-sum cash amount equal to the sum of (i) the Executive's unpaid Base Salary through the Termination Date; (ii) any accrued but unpaid annual bonus under the Performance Bonus Plan in respect of the annual bonus period preceding the bonus period in which the Termination Date occurs; (iii) any unpaid reimbursable business expenses properly incurred through the Termination Date; and (iv) a bonus payment equal to the Executive's Annual Target Bonus in the year of termination, multiplied by a fraction the numerator of which is the number of months in the bonus year of termination in which the Executive has worked at least one day and the denominator of which is 12;
(2) within thirty (30) days following the Termination Date, a lump-sum cash amount equal to the greater of (A) the Executive's then Base Salary payable over the remainder of the Term plus a bonus equal to the Executive's Annual Target Bonus in the year of termination multiplied by a fraction the numerator of which is the number of complete months remaining in the Term and the denominator of which is 12, or (B) 2.0 3.0 times the sum of: (i) the Executive's annual rate of Base Salary as of the Termination Date plus (ii) the Annual Target Bonus for the year in which the Termination Date occurs (in each such case, Executive's Base Salary and Annual Target Bonus being determined without taking into account any reductions thereto constituting Good Reason); PROVIDED, HOWEVER, that the Executive shall not be entitled to any severance benefits from the Company or under any Company severance plan, policy or arrangement other than as specified in this Agreement;
(3) for a period terminating on the earlier of (A) the commencement of the provision of substantially equivalent benefits by a new employer or (B) the later of (I) the last day of the Term, or (II) twentythirty-four six (2436) months following the Termination Date, the Company shall continue to keep in full force and effect (or otherwise provide) all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with substantially the same level of coverage, upon substantially the same terms and otherwise substantially to the same extent as such policies shall have been in effect immediately prior to the Termination Date, and, as applicable, 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;
(4) for purposes of determining final average compensation (or making any similar calculation) and years of service (for purposes of eligibility, vesting and benefit accrual) under any tax-qualified or supplemental defined benefit retirement plan (including without limitation any the SERP), Executive shall be deemed to have remained employed by the Company hereunder until the end of the Term and to have received his then current Base Salary and Annual Target Bonus through the end of the Term; PROVIDED, that to the extent such benefits cannot be accrued under and paid from any tax-qualified pension plan, such benefits shall be accrued under and paid from any the SERP or other supplemental plan.
(5) all options to purchase Common Stock held by the Executive shall immediately become fully vested and exercisable and shall remain exercisable until the later earlier of (A) the date that is 24 months following the Termination Date and (B) the expiration of the stated term of such options:
(6) payment ; PROVIDED, that the Value Options shall remain exercisable until expiration of the Escrow Balance to Executivetheir stated term; and
(b) If the employment of the Executive shall be terminated (i) by reason of the Executive's death or Disability, (ii) by the Company for Cause, (iii) by the Executive without Good Reason, or (iv) by the mutual written consent of the parties hereto (each a "Non qualifying Termination"), then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within thirty (30) days following the Termination Date a lump-sum cash amount equal to the sum of the Executive's unpaid Base Salary through the Termination Date plus any bonus payments which have been earned or become payable, to the extent not theretofore paid, plus any unpaid reimbursable business expenses properly incurred through the Termination Date (in addition to, in the case of employment termination by mutual consent, any amounts required to be paid in accordance with the written agreement between Company and Executive). In addition, Executive (or the Executive's beneficiary or estate) shall have no less than ninety days following the termination of his employment pursuant to a Non qualifying Termination to exercise any outstanding options to the extent vested and exercisable as of the Termination Date.
Appears in 1 contract
PAYMENTS UPON TERMINATION OF EXECUTIVE. (a) If the employment of the Executive shall be terminated other than by reason of death or Disability (i) by the Company (other than for Cause) or (ii) by the Executive for Good Reason, then the Company shall pay or provide to the Executive (or the Executive's beneficiary or estate):
(1) within thirty (30) days following the date of such termination of employment ("Termination Date"), a lump-sum cash amount equal to the sum of (i) the Executive's unpaid Base Salary through the Termination Date; (ii) any accrued but unpaid annual bonus under the Performance Bonus Plan in respect of the annual bonus period preceding the bonus period in which the Termination Date occurs; (iii) any unpaid reimbursable business expenses properly incurred through the Termination Date; and (iv) a bonus payment equal to the Executive's Annual Target Bonus in the year of termination, multiplied by a fraction the numerator of which is the number of months in the bonus year of termination in which the Executive has worked at least one day and the denominator of which is 12;
(2) within thirty (30) days following the Termination Date, a lump-sum cash amount equal to the greater of (A) the Executive's then Base Salary payable over the remainder of the Term plus a bonus equal to the Executive's Annual Target Bonus in the year of termination multiplied by a fraction the numerator of which is the number of complete months remaining in the Term and the denominator of which is 12, or (B) 2.0 times the sum of: (i) the Executive's annual rate of Base Salary as of the Termination Date plus (ii) the Annual Target Bonus for the year in which the Termination Date occurs (in each such case, Executive's Base Salary and Annual Target Bonus being determined without taking into account any reductions thereto constituting Good Reason); PROVIDED, HOWEVER, that the Executive shall not be entitled to any severance benefits from the Company or under any Company severance plan, policy or arrangement other than as specified in this Agreement;
(3) for a period terminating on the earlier of (A) the commencement of the provision of substantially equivalent benefits by a new employer or (B) the later of (I) the last day of the Term, or (II) twenty-four (24) months following the Termination Date, the Company shall continue to keep in full force and effect (or otherwise provide) all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with substantially the same level of coverage, upon substantially the same terms and otherwise substantially to the same extent as such policies shall have been in effect immediately prior to the Termination Date, and, as applicable, 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;
(4) for purposes of determining final average compensation (or making any similar calculation) and years of service (for purposes of eligibility, vesting and or benefit accrual) under any tax-qualified or supplemental defined benefit retirement plan (including without limitation any SERP), Executive shall be deemed to have remained employed by the Company hereunder until the end of the Term and to have received his then current Base Salary and Annual Target Bonus through the end of the Term; PROVIDED, that to the extent such benefits cannot be accrued under and paid from any tax-qualified pension plan, such benefits shall be accrued under and paid from any SERP or other supplemental plan.
(5) all options to purchase Common Stock held by the Executive shall immediately become fully vested and exercisable and shall remain exercisable until the later of (A) the date that is 24 months following the Termination Date and (B) the expiration of the stated term of such options:;
(6) payment of the Escrow Balance to Executive; and
(b) If if the employment of the Executive shall be terminated (i) by reason of the Executive's death or Disability, (ii) by the Company for Cause, (iii) by the Executive without Good Reason, or (iv) by the mutual written consent of the parties hereto (each a "Non qualifying Termination"), then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within thirty (30) days following the Termination Date a lump-sum cash amount equal to the sum of the Executive's unpaid Base Salary through the Termination Date plus any bonus payments which have been earned or become payable, to the extent not theretofore paid, plus any unpaid reimbursable business expenses properly incurred through the Termination Date (in addition to, in the case of employment termination by mutual consent, any amounts required to be paid in accordance with the written agreement between Company and Executive). In addition, Executive (or the Executive's beneficiary or estate) shall have no less than ninety days following the termination of his employment pursuant to a Non qualifying Termination to exercise any outstanding options to the extent vested and exercisable as of the Termination Date.
Appears in 1 contract
Samples: Employment Agreement (American Medical Providers Inc)
PAYMENTS UPON TERMINATION OF EXECUTIVE. (a) If the employment of the Executive shall be terminated other than by reason of death or Disability (i) by the Company (other than for Cause) or (ii) by the Executive for Good Reason, then the Company shall pay or provide to the Executive (or the Executive's beneficiary or estate):
(1) within thirty (30) days following the date of such termination of employment ("Termination Date"), a lump-sum cash amount equal to the sum of (i) the Executive's unpaid Base Salary through the Termination Date; (ii) any accrued but unpaid annual bonus under the Performance Bonus Plan in respect of the annual bonus period preceding the bonus period in which the Termination Date occurs; (iii) any unpaid reimbursable business expenses properly incurred through the Termination Date; and (iv) a bonus payment equal to the 7 Executive's Annual Target Bonus in the year of termination, multiplied by a fraction the numerator of which is the number of months in the bonus year of termination in which the Executive has worked at least one day and the denominator of which is 12;
(2) within thirty (30) days following the Termination Date, a lump-sum cash amount equal to the greater of (A) the Executive's then Base Salary payable over the remainder of the Term plus a bonus equal to the Executive's Annual Target Bonus in the year of termination multiplied by a fraction the numerator of which is the number of complete months remaining in the Term and the denominator of which is 12, or (B) 2.0 times the sum of: (i) the Executive's annual rate of Base Salary as of the Termination Date plus (ii) the Annual Target Bonus for the year in which the Termination Date occurs (in each such case, Executive's Base Salary and Annual Target Bonus being determined without taking into account any reductions thereto constituting Good Reason); PROVIDEDprovided, HOWEVERhowever, that the Executive shall not be entitled to any severance benefits from the Company or under any Company severance plan, policy or arrangement other than as specified in this Agreement;
(3) for a period terminating on the earlier of (A) the commencement of the provision of substantially equivalent benefits by a new employer or (B) the later of (I) the last day of the Term, or (II) twenty-four (24) months following the Termination Date, the Company shall continue to keep in full force and effect (or otherwise provide) all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with substantially the same level of coverage, upon substantially the same terms and otherwise substantially to the same extent as such policies shall have been in effect immediately prior to the Termination Date, and, as applicable, 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;
(4) for purposes of determining final average compensation (or making any similar calculation) and years of service (for purposes of eligibility, vesting and benefit accrual) under any tax-qualified or supplemental defined benefit retirement plan (including without limitation any SERP), Executive shall be deemed to have remained employed by the Company hereunder until the end of the Term and to have received his then current Base Salary and Annual Target Bonus through the end of the Term; PROVIDED, that to the extent such benefits cannot be accrued under and paid from any tax-qualified pension plan, such benefits shall be accrued under and paid from any SERP or other supplemental plan.
(5) all options to purchase Common Stock held by the Executive shall immediately become fully vested and exercisable and shall remain exercisable until the later earlier of (A) the date that is 24 months following the Termination Date and (B) the expiration of the stated term of such options:
(6) payment ; provided, that the Value Option shall remain exercisable until expiration of the Escrow Balance to Executiveits stated term; and
(b) If the employment of the Executive shall be terminated (i) by reason of the Executive's death or Disability, (ii) by the Company for Cause, (iii) by the Executive without Good Reason, or (iv) by the mutual written consent of the parties hereto (each a "Non qualifying Nonqualifying Termination"), then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within thirty (30) days following the Termination Date a lump-sum cash amount equal to the sum of the Executive's unpaid Base Salary through the Termination Date plus any bonus payments which have been earned or become payable, to the extent not theretofore paid, plus any unpaid reimbursable business expenses properly incurred through the Termination Date (in addition to, in the case of employment termination by mutual consent, any amounts required to be paid in accordance with the written agreement between Company and Executive)Date. In addition, Executive (or the Executive's beneficiary or estate) shall have no less than ninety days following the termination of his employment pursuant to a Non qualifying Nonqualifying Termination to exercise any outstanding options to the extent vested and exercisable as of the Termination Date; provided, that the Value Option shall remain exercisable until the expiration of its stated term.
Appears in 1 contract
PAYMENTS UPON TERMINATION OF EXECUTIVE. (a) If the employment of the Executive shall be terminated other than by reason of death or Disability (i) by the Company (other than for Cause) or (ii) by the Executive for Good Reason, then the Company shall pay or provide to the Executive (or the Executive's beneficiary or estate):
(1) within thirty (30) days following the date of such termination of employment ("Termination Date"), a lump-sum cash amount equal to the sum of (i) the Executive's unpaid Base Salary through the Termination Date; (ii) any accrued but unpaid annual bonus under the Performance Bonus Plan in respect of the annual bonus period preceding the bonus period in which the Termination Date occurs; (iii) any unpaid reimbursable business expenses properly incurred through the Termination Date; and (iv) a bonus payment equal to the Executive's Annual Target Bonus in the year of termination, multiplied by a fraction the numerator of which is the number of months in the bonus year of termination in which the Executive has worked at least one day and the denominator of which is 12;
(2) within thirty (30) days following the Termination Date, a lump-sum cash amount equal to the greater of (A) the Executive's then Base Salary payable over the remainder of the Term plus a bonus equal to the Executive's Annual Target Bonus in the year of termination multiplied by a fraction the numerator of which is the number of complete months remaining in the Term and the denominator of which is 12, or (B) 2.0 2.5 times the sum of: (i) the Executive's annual rate of Base Salary as of the Termination Date plus (ii) the Annual Target Bonus for the year in which the Termination Date occurs (in each such case, Executive's Base Salary and Annual Target Bonus being determined without taking into account any reductions thereto constituting Good Reason); PROVIDEDprovided, HOWEVERhowever, that the Executive shall not be entitled to any severance benefits from the Company or under any Company severance plan, policy or arrangement other than as specified in this Agreement;
(3) for a period terminating on the earlier of (A) the commencement of the provision of substantially equivalent benefits by a new employer employer, or (B) the later of (I) the last day of the Term, or (II) twenty-four thirty (2430) months following the Termination Date, the Company shall continue to keep in full force and effect (or otherwise provide) all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with substantially the same level of coverage, upon substantially the same terms and otherwise substantially to the same extent as such policies shall have been in effect immediately prior to the Termination Date, and, as applicable, the Company and the Executive shall share the costs of the 8 continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the date of termination;; and
(4) for purposes of determining "final average compensation compensation" (or making any similar calculation) and years of service (for purposes of eligibility, vesting and benefit accrual) under any tax-qualified or supplemental defined benefit retirement plan (including without limitation any the SERP), Executive shall be deemed to have remained employed by the Company hereunder until through the end of the Term and to have received his then current Base Salary and Annual Target Bonus through the end of the Term; PROVIDED, provided that to the extent such benefits cannot be accrued under and paid from any tax-qualified pension plan, such benefits shall be accrued under and paid from any the SERP or other supplemental plan.;
(5) all options to purchase Common Stock held by the Executive shall immediately become fully vested and exercisable and shall remain exercisable until the later earlier of (A) the date that is 24 months following the Termination Date and (B) the expiration of the stated term of such options:
(6) payment ; provided, that the Value Option shall remain exercisable until the expiration of the Escrow Balance to Executive; andits stated term;
(b) If the employment of the Executive shall be terminated (i) by reason of the Executive's death or Disability, (ii) by the Company for Cause, (iii) by the Executive without Good Reason, or (iv) by the mutual written consent of the parties hereto (each a "Non qualifying Nonqualifying Termination"), then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within thirty (30) days following the Termination Date a lump-lump sum cash amount equal to the sum of the Executive's unpaid Base Salary through the Termination Date plus any bonus payments which have been earned or become payable, to the extent not theretofore paid, plus any unpaid reimbursable business expenses properly incurred through the Termination Date (in addition to, in the case of employment termination by mutual consent, any amounts required to be paid in accordance with the written agreement between Company and Executive)Date. In addition, the Executive (or the Executive's beneficiary or estate) shall have no less than ninety (90) days following the termination of his employment pursuant to a Non qualifying Nonqualifying Termination to exercise any outstanding options to the extent vested and exercisable as of the Termination Date; provided, that the Value Option shall remain exercisable until the expiration of its stated term.
Appears in 1 contract
PAYMENTS UPON TERMINATION OF EXECUTIVE. (a) If the employment of the Executive shall be terminated other than by reason of death or Disability (i) by the Company (other than for Cause) or (ii) by the Executive for Good Reason, then the Company shall pay or provide to the Executive (or the Executive's beneficiary or estate):
(1) within thirty (30) days following the date of such termination of employment ("Termination Date"), a lump-sum cash amount equal to the sum of (i) the Executive's unpaid Base Salary through the Termination Date; (ii) any accrued but unpaid annual bonus under the Performance Bonus Plan in respect of the annual bonus period preceding the bonus period in which the Termination Date occurs; (iii) any unpaid reimbursable business expenses properly incurred through the Termination Date; and (iv) a bonus payment equal to the Executive's Annual Target Bonus in the year of termination, multiplied by a fraction the numerator of which is the number of months in the bonus year of termination in which the Executive has worked at least one day and the denominator of which is 12;
(2) within thirty (30) days following the Termination Date, a lump-sum cash amount equal to the greater of (A) the Executive's then Base Salary payable over the remainder of the Term plus a bonus equal to the Executive's Annual Target Bonus in the year of termination multiplied by a fraction the numerator of which is the number of complete months remaining in the Term and the denominator of which is 12, or (B) 2.0 3.0 times the sum of: (i) the Executive's annual rate of Base Salary as of the Termination Date plus (ii) the Annual Target Bonus for the year in which the Termination Date occurs (in each such case, Executive's Base Salary and Annual Target Bonus being determined without taking into account any reductions thereto constituting Good Reason); PROVIDED, HOWEVER, that the Executive shall not be entitled to any severance benefits from the Company or under any Company severance plan, policy or arrangement other than as specified in this Agreement;
(3) for a period terminating on the earlier of (A) the commencement of the provision of substantially equivalent benefits by a new employer or (B) the later of (I) the last day of the Term, or (II) twentythirty-four six (2436) months following the Termination Date, the Company shall continue to keep in full force and effect (or otherwise provide) all policies of medical, 11 accident, disability and life insurance with respect to the Executive and his dependents with substantially the same level of coverage, upon substantially the same terms and otherwise substantially to the same extent as such policies shall have been in effect immediately prior to the Termination Date, and, as applicable, 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;
(4) for purposes of determining final average compensation (or making any similar calculation) and years of service (for purposes of eligibility, vesting and benefit accrual) under any tax-qualified or supplemental defined benefit retirement plan (including without limitation any the SERP), Executive shall be deemed to have remained employed by the Company hereunder until the end of the Term and to have received his then current Base Salary and Annual Target Bonus through the end of the Term; PROVIDED, that to the extent such benefits cannot be accrued under and paid from any tax-qualified pension plan, such benefits shall be accrued under and paid from any the SERP or other supplemental plan.
(5) all options to purchase Common Stock held by the Executive shall immediately become fully vested and exercisable and shall remain exercisable until the later earlier of (A) the date that is 24 months following the Termination Date and (B) the expiration of the stated term of such options:
(6) payment ; PROVIDED, that the Value Options shall remain exercisable until expiration of the Escrow Balance to Executivetheir stated term; and
(b) If the employment of the Executive shall be terminated (i) by reason of the Executive's death or Disability, (ii) by the Company for Cause, (iii) by the Executive without Good Reason, or (iv) by the mutual written consent of the parties hereto (each a "Non qualifying Termination"), then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within thirty (30) days following the Termination Date a lump-sum cash amount equal to the sum of the Executive's unpaid Base Salary through the Termination Date plus any bonus payments which have been earned or become payable, to the extent not theretofore paid, plus any unpaid reimbursable business expenses properly incurred through the Termination Date (in addition to, in the case of employment termination by mutual consent, any amounts required to be paid in accordance with the written agreement between Company and Executive). In addition, Executive (or the Executive's beneficiary or estate) shall have no less than ninety days following the termination of his employment pursuant to a Non qualifying Termination to exercise any outstanding options to the extent vested and exercisable as of the Termination Date.
Appears in 1 contract
PAYMENTS UPON TERMINATION OF EXECUTIVE. (a) If the employment of the Executive shall be terminated other than by reason of death or Disability (i) by the Company (other than for Cause) or (ii) by the Executive for Good Reason, then the Company shall pay or provide to the Executive (or the Executive's beneficiary or estate):
(1) within thirty (30) days following the date of such termination of employment ("Termination Date"), a lump-sum cash amount equal to the sum of (i) the Executive's unpaid Base Salary through the Termination Date; (ii) any accrued but unpaid annual bonus under the Performance Bonus Plan in respect of the annual bonus period preceding the bonus period in which the Termination Date occurs; (iii) any unpaid reimbursable business expenses properly incurred through the Termination Date; and (iv) a bonus payment equal to the Executive's Annual Target Bonus in the year of termination, multiplied by a fraction the numerator of which is the number of months in the bonus year of termination in which the Executive has worked at least one day and the denominator of which is 12;
(2) within thirty (30) days following the Termination Date, a lump-sum cash amount equal to the greater of (A) the Executive's then Base Salary payable over the remainder of the Term plus a bonus equal to the Executive's Annual Target Bonus in the year of termination multiplied by a fraction the numerator of which is the number of complete months remaining in the Term and the denominator of which is 12, or (B) 2.0 3.0 times the sum of: (i) the Executive's annual rate of Base Salary as of the Termination Date plus (ii) the Annual Target Bonus for the year in which the Termination Date occurs (in each such case, Executive's Base Salary and Annual Target Bonus being determined without taking into account any reductions thereto constituting Good Reason); PROVIDEDprovided, HOWEVERhowever, that the Executive shall not be entitled to any severance benefits from the Company or under any Company severance plan, policy or arrangement other than as specified in this Agreement;
(3) for a period terminating on the earlier of (A) the commencement of the provision of substantially equivalent benefits by a new employer employer, or (B) the later of (I) the last day of the Term, or (II) twentythirty-four six (2436) months following the Termination Date, the Company shall continue to keep in full force and effect (or otherwise provide) all policies of medical, accident, disability and life insurance with respect to the Executive and his dependents with substantially the same level of coverage, upon substantially the same terms and otherwise substantially to the same extent as such policies shall have been in effect immediately prior to the Termination Date, and, as applicable, 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;; and
(4) for purposes of determining "final average compensation compensation" (or making any similar calculation) and years of service (for purposes of eligibility, vesting and benefit accrual) under any tax-qualified or supplemental defined benefit retirement plan (including without limitation any the SERP), Executive shall be deemed to have remained employed by the Company hereunder until through the end of the Term and to have received his then current Base Salary and Annual Target Bonus through the end of the Term; PROVIDEDprovided, that to the extent such benefits cannot be accrued under and paid from any tax-qualified pension plan, such benefits shall be accrued under and paid from any the SERP or other supplemental plan.;
(5) all options to purchase Common Stock held by the Executive shall immediately become fully vested and exercisable and shall remain exercisable until the later earlier of (A) the date that is 24 months following the Termination Date and (B) the expiration of the stated term of such options:
(6) payment ; provided, that the Value Option shall remain exercisable until the expiration of the Escrow Balance to Executive; andits stated term;
(b) If the employment of the Executive shall be terminated (i) by reason of the Executive's death or Disability, (ii) by the Company for Cause, (iii) by the Executive without Good Reason, or (iv) by the mutual written consent of the parties hereto (each a "Non qualifying Nonqualifying Termination"), then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within thirty (30) days following the Termination Date a lump-lump sum cash amount equal to the sum of the Executive's unpaid Base Salary through the Termination Date plus any bonus payments which have been earned or become payable, to the extent not theretofore paid, plus any unpaid reimbursable business expenses properly incurred through the Termination Date (in addition to, in the case of employment termination by mutual consent, any amounts required to be paid in accordance with the written agreement between Company and Executive)Date. In addition, Executive (or the Executive's beneficiary or estate) shall have no less than ninety (90) days following the termination of his employment pursuant to a Non qualifying Nonqualifying Termination to exercise any outstanding options to the extent vested and exercisable as of the Termination Date; provided, that the Value Option shall remain exercisable until the expiration of its stated term.
Appears in 1 contract