Post-Employment Payments. (a) At the end of Executive’s employment with the Company for any reason, Executive shall cease to have any rights to salary, equity awards, expense reimbursements or other benefits, except that Executive shall be entitled to (i) any base salary which has accrued but is unpaid, with respect to the fiscal year of the termination, a pro rata portion of any performance bonus which has accrued for such fiscal year (as of the date of termination) but is unpaid, any reimbursable expenses which have been incurred but are unpaid, and any unexpired vacation days which have accrued under Crysteel’s vacation policy but are unused, as of the termination date of the Executive’s employment with the Company, (ii) any rights under profits interest grants and other equity incentive grants or plan benefits which by their terms extend beyond termination of Executive’s employment (but only to the extent provided in any profits interest grants and other equity incentive grants theretofore granted to Executive or any other benefit plan in which Executive has participated as an employee of the Company), (iii) any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, and (iv) any payments contemplated by paragraph 2(b). (b) If the Company terminates Executive’s employment with the Company without Cause or Executive voluntarily terminates his employment with the Company with Good Reason at any time during the Entitlement Period, Crysteel shall (i) pay Executive his base salary in effect at the time of such termination for a period of twelve (12) months following such termination in accordance with the Company’s normal payroll practices and (ii) provide Executive with the opportunity to continue to participate in Crysteel’s health and dental plans for a period of twelve (12) months following such termination on the same basis and with the same costs as are applicable from time to time to other officers of Crysteel. Executive agrees that the period of coverage under such plan pursuant to this paragraph shall count against such plan’s obligation to provide continuation coverage pursuant to COBRA. (c) It is expressly understood that the Company’s payment obligations under paragraph 2(b) shall cease in the event Executive breaches any of his obligations under this Agreement. Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise. Executive shall not be eligible to participate in any other severance pay program or policy of the Company, except for the payments described in this Agreement. Notwithstanding anything herein to the contrary, the Company shall not be obligated to make any payment or provide any benefit under paragraph 2(b) hereof unless (i) Executive executes a release of all current or future claims, known or unknown, arising on or before the date of the release against the Company and each of its directors, officers, employees and affiliates in a reasonable and customary form approved by Crysteel and (ii) Executive does not revoke such release during any applicable revocation period. The Company will provide Executive with the form of release no later than seven (7) days following termination. If the Executive does not execute the release or if the Executive revokes the release, in each case, within the required period as specified within the release, then the payments under paragraph 2(b) shall be discontinued.
Appears in 3 contracts
Samples: Non Competition and Severance Agreement, Non Competition and Severance Agreement (Federal Signal Corp /De/), Non Competition and Severance Agreement
Post-Employment Payments. (a) At the end of the Executive’s employment with the Company for any reason, the Executive shall cease to have any rights to salary, equity awards, expense reimbursements or other benefits, except that (to the extent applicable) the Executive shall be entitled to (i) any base salary Base Salary which has accrued been earned but is unpaid, with respect to the fiscal year of the termination, a pro rata portion of any performance bonus which has accrued for such fiscal year (unpaid as of the end of the Employment Period, which shall be paid by the Company to the Executive on the first payroll date following the Executive’s termination of terminationemployment, (ii) any annual cash bonus that has been earned for a prior calendar year pursuant to subparagraph 4(b) but is unpaid, which shall be paid by the Company to the Executive by March 15 of the calendar year in which the Executive’s termination of employment occurs (but only if the termination is not a Termination For Cause or a Voluntary Termination), (iii) any reimbursable expenses which have been incurred but are unpaid, and any unexpired vacation days which have accrued under Crysteel’s vacation policy but are unused, unpaid as of the termination date end of the Executive’s employment Employment Period, which shall be paid by the Company to the Executive in accordance with the Company’s applicable reimbursement policies, (iiiv) any rights under profits interest grants and other equity incentive grants or plan benefits which by their terms extend beyond termination of the Executive’s employment (but only to the extent provided in any profits interest grants and other equity incentive grants theretofore granted to Executive or any other benefit plan in which the Executive has participated as an employee of the CompanyCompany and excluding, except as hereinafter provided in subparagraph 6(b), 6(c) or 6(d), any severance pay program or policy of AGNC, the Company or any of their subsidiaries) and (iiiv) any benefits to which the Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amendedamended (“COBRA”). In addition, and subject to subparagraph 6(f), the Executive shall be entitled to the additional amounts described in subparagraph 6(b), 6(c) or 6(d), in the circumstances described in such subparagraphs. Moreover, subject to subparagraph 6(f), unless otherwise expressly agreed to by the parties, if the Executive’s employment is terminated by the Company following the end of the Employment Period (ivfor any reason other than a reason that would have constituted a Termination For Cause had such termination of employment occurred during the Employment Period), then the Executive shall be entitled to the severance provided under any severance policy or arrangement of AGNC, the Company or their affiliates that is applicable to the Executive at the time of such termination but shall be no less than six (6) any payments contemplated by paragraph 2(bmonths of targeted cash compensation (salary plus targeted cash bonus).
(b) If the Company terminates Executive’s employment with the Company without Employment Period ends early pursuant to subparagraph 5(b) on account of a Termination Without Cause or Executive voluntarily terminates his employment with the Company with a Termination For Good Reason at any time during (except in circumstances in which subparagraph 6(c) would apply), the Entitlement Period, Crysteel Executive shall be entitled to receive the following:
(i) pay The greater of any amounts under any applicable severance policy or arrangement of AGNC, the Company or their affiliates applicable to the Executive his base salary in effect at the time of such termination or an amount equal to the product of (A) 1.0, multiplied by (B) the sum of (x) the Executive’s Base Salary at the time of such termination of employment, plus (y) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs, which shall be paid by the Company to the Executive in equal installments over the 12-month period following such termination of employment in accordance with the Company’s normal payroll practices;
(ii) an amount equal to the product of (A) the annual cash bonus the Executive would have been entitled to receive pursuant to subparagraph 4(b) if Executive had remained employed through December 31 of the calendar year in which such termination of employment occurs (as determined by the Compensation Committee but assuming that the Executive achieved all qualitative and subjective metrics of the Annual Performance Goals at their target level), multiplied by (B) a period fraction (x) the numerator of which is the number of days that the Executive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365 (the “Assumed Pro Rata Bonus”), which shall be paid by the Company to the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(A) if the Executive (or any of Executive’s eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to COBRA, reimbursement for the Executive’s (and any such eligible dependent’s) COBRA premium payments (provided such reimbursement does not result in any taxes or penalties for the Company) until the earlier of (x) the Executive’s eligibility for any such coverage under another employer’s or any other medical plan or (y) the date that is twelve (12) months following such termination of employment (such period, the “COBRA Period”), with each such COBRA reimbursement being made by the Company to the Executive within thirty (30) days following the payment of any such COBRA premiums by the Executive (and any such eligible dependent) (the “COBRA Reimbursements”); or (B) if the Executive (or any of Executive’s eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to COBRA but the COBRA Reimbursements would result in taxes or penalties for the Company, monthly cash payments, with each such monthly cash payment being equal to the Executive’s (and any such eligible dependent’s) monthly COBRA premium payments during the COBRA Period, which shall be paid by the Company to the Executive on the first payroll date of each month following the month with respect to which the Executive’s (and any such eligible dependent’s) monthly COBRA premiums were paid during the COBRA Period (the “Substitute Payments”); and
(iv) acceleration of any outstanding unvested awards under the Equity Plan, subject to and in accordance with the Companyapplicable award agreement(s) to be entered into between AGNC and the Executive.
(c) If the Employment Period ends early pursuant to subparagraph 5(b) on account of a Termination Without Cause or a Termination For Good Reason, and such termination of employment occurs within twenty-four (24) months after a Change of Control, the Executive shall be entitled to receive the following:
(i) the greater of any amounts under any applicable severance policy or arrangement of AGNC, the Company or their affiliates applicable to the Executive at the time of such termination or an amount equal to the product of (A) 1.5, multiplied by (B) the sum of (x) the Executive’s normal Base Salary at the time of such termination of employment, plus (y) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs, which shall be paid by the Company to the Executive in a lump sum on the first payroll practices and date following the 60th day after such termination of employment;
(ii) provide an amount equal to the product of (A) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs, multiplied by (B) a fraction (x) the numerator of which is the number of days that the Executive with remained employed during the opportunity calendar year in which such termination of employment occurs and (y) the denominator of which is 365, which shall be paid by the Company to the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(iii) the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable; provided, however, that the COBRA Period shall continue to participate in Crysteeluntil the earlier of (A) the Executive’s health and dental plans eligibility for a period of twelve any such coverage under another employer’s or any other medical plan or (12B) the date that is eighteen (18) months following such termination on of employment; and
(iv) acceleration of any outstanding unvested awards under the same basis Equity Plan, subject to and in accordance with the same costs as are applicable from time award agreement(s) to time to other officers of Crysteel. Executive agrees that be entered into between AGNC and the period of coverage under such plan pursuant to this paragraph shall count against such plan’s obligation to provide continuation coverage pursuant to COBRAExecutive.
(cd) It is expressly understood that If the CompanyEmployment Period ends early at any time pursuant to subparagraph 5(b) on account of the Executive’s payment obligations under paragraph 2(b) shall cease death or Disability, the Executive (or in the event of the Executive’s death, Executive’s estate or eligible dependents, as applicable) shall be entitled to receive the following:
(i) the Assumed Pro Rata Bonus, which shall be paid by the Company to the Executive breaches any (or to Executive’s estate) in a single lump sum by March 15 of his obligations under this Agreement. Executive the calendar year following the calendar year in which such termination of employment occurs;
(ii) the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable (provided that in the event of the Executive’s death, the COBRA Reimbursements or the Substitute Payments, as applicable, shall not be required paid to mitigate the amount Executive’s eligible dependents); and
(iii) acceleration of any payment outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(e) Any payment, reimbursement or benefit under the last sentence of subparagraph 6(a) or subparagraph 6(b), 6(c) or 6(d) that is not made or provided for in this Agreement by seeking other during the period following the Executive’s termination of employment or otherwise. because the Executive shall (or, if applicable, Executive’s estate) has not be eligible to participate in any other severance pay program or policy of executed the Company, except for the payments release described in this Agreement. subparagraph 6(f) shall be paid to the Executive in a single lump sum (or shall be provided to the Executive) on the first payroll date following the 60th day after such termination of employment; provided that the Executive (or, if applicable, Executive’s estate) executes and does not revoke the release in accordance with the requirements of subparagraph 6(f).
(f) Notwithstanding anything herein to the contrary, the Company Executive (or, if applicable, Executive’s estate) shall not be obligated entitled to make receive any payment payment, reimbursement or provide any benefit under paragraph 2(bthe last sentence of subparagraph 6(a) or subparagraph 6(b), 6(c) or 6(d) hereof unless (i) prior to the 60th day following such termination of employment, the Executive (or, if applicable, Executive’s estate) executes a standard release of all current or future claims, known or unknown, arising on or before the date of the release release, against AGNC, the Company and each of its their subsidiaries and their directors, managers, officers, employees and affiliates affiliates, in a reasonable standard form of release provided by the Board and customary form approved agreed to by Crysteel the Executive (which release shall not impose any further obligations, covenants or duties on the Executive), and (ii) Executive does not revoke such release during any applicable revocation period. The Company will provide Executive with period has expired prior to the form 60th day following such termination of release no later than seven (7) days following termination. If employment without the Executive does not execute the release or (or, if the Executive revokes the applicable, Executive’s estate) revoking such release, in each case, within the required period as specified within the release, then the payments under paragraph 2(b) shall be discontinued.
Appears in 3 contracts
Samples: Employment Agreement (AGNC Investment Corp.), Employment Agreement (AGNC Investment Corp.), Employment Agreement (AGNC Investment Corp.)
Post-Employment Payments. (a) At the end of Executive’s employment with the Company for any reason, Executive shall cease to have any rights to salary, equity awards, expense reimbursements or other benefits, except that Executive shall be entitled to (i) any base salary portion of the Base Salary which has accrued but is unpaid, with respect to the fiscal year of the termination, (ii) any Annual Incentive Compensation set forth in subparagraph 4(b) above that has been earned for a pro rata portion of any performance bonus which has accrued for such fiscal year (as of the date of termination) prior Financial Year but is unpaid, (iii) any reimbursable expenses which have been incurred but are unpaid, and (iv) any unexpired vacation paid time off days which have accrued under Crysteelpursuant to the Corporation’s vacation policy paid time off policy, as in effect from time to time, but are unused, as of the termination date end of the Executive’s employment with the CompanyEmployment Period, and (ii) any rights under profits interest grants and other equity incentive grants or plan benefits which by their terms extend beyond termination of Executive’s employment (but only to the extent provided in any profits interest grants and other equity incentive grants theretofore granted to Executive or any other benefit plan in which Executive has participated as an employee of the Company), (iiiv) any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amendedamended (“COBRA”) (the foregoing (i) through (v) being, and (iv) any payments contemplated by paragraph 2(bthe “Accrued Rights”).
(b) If the Company terminates Executive’s employment with the Company without Employment Period ends pursuant to paragraph 5 on account of a Separation For Cause or a Voluntary Separation, the Corporation shall pay Executive voluntarily terminates his employment with the Company with Good Reason at any time during the Entitlement Period, Crysteel shall (i) the Accrued Rights and (ii) any option or other equity-grant rights or plan benefits to the extent that they have already vested in accordance with the Corporation’s Equity Plan by the time of such separation.
(c) If the Employment Period ends pursuant to paragraph 5 on account of a Separation Without Cause or a Separation With Good Reason, any outstanding Annual RSU Grant shall become vested and the Corporation shall pay Executive his base salary in effect (i) the Accrued Rights and (ii) an amount equal to 200% of the aggregate amount of the Base Salary plus the Target Incentive Compensation Amount at the time of such termination separation. The amounts payable under clause (ii) of the preceding sentence shall be paid in a lump sum on the 61st day after the date on which such separation of employment occurs (the “Severance Payment Date”), it being understood that the amounts payable under clause (i) of the preceding sentence shall be payable in accordance with applicable law or their applicable terms, but in no event later than the Severance Payment Date.
(d) If the Employment Period ends pursuant to paragraph 5 on account of a Separation Without Cause or Separation With Good Reason, if Executive elects continuation coverage under the Corporation’s medical plan pursuant to COBRA, the Corporation shall reimburse Executive (provided such reimbursement does not result in material taxes or penalties for a period the Corporation) for the full amount of twelve Executive’s COBRA premium payments for such coverage and his eligible dependents until the earlier of (12i) Executive’s eligibility for any such coverage under another employer’s or any other medical plan or (ii) the date that is eighteen (18) months following the separation of Executive’s employment. The Corporation shall make any such termination in accordance with reimbursement within thirty (30) days following receipt of evidence from Executive of Executive’s payment of the Company’s normal payroll practices and (ii) provide Executive with the opportunity to continue to participate in Crysteel’s health and dental plans for a period of twelve (12) months following such termination on the same basis and with the same costs as are applicable from time to time to other officers of Crysteel. Executive agrees that the period of coverage under such plan pursuant to this paragraph shall count against such plan’s obligation to provide continuation coverage pursuant to COBRACOBRA premium.
(ce) It is expressly understood that the CompanyCorporation’s payment obligations under paragraph 2(bsubparagraphs 6(b), 6(c) or 6(d), as applicable, shall cease in the event Executive breaches in any material respect any of his obligations the agreements in paragraphs 7 or 9 hereof. Each payment under this Agreement. subparagraphs 6(b), 6(c) or 6(d), as applicable, shall be considered a separate payment and not one of a series of payments for purposes of Section 409A.
(f) Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement under subparagraphs 6(b), (c) or 6(d), as applicable, by seeking other employment or otherwise. Executive and such amounts shall not be eligible to participate in any reduced whether or not Executive obtains other severance pay program or policy of the Companyemployment, except for the payments described as provided in this Agreement. Notwithstanding anything herein to the contrary, the Company shall not be obligated to make any payment or provide any benefit under paragraph 2(b) hereof unless (i) Executive executes a release of all current or future claims, known or unknown, arising on or before the date of the release against the Company and each of its directors, officers, employees and affiliates in a reasonable and customary form approved by Crysteel and (ii) Executive does not revoke such release during any applicable revocation period. The Company will provide Executive with the form of release no later than seven (7) days following termination. If the Executive does not execute the release or if the Executive revokes the release, in each case, within the required period as specified within the release, then the payments under paragraph 2(b) shall be discontinuedsubparagraph 6(e).
Appears in 2 contracts
Samples: Employment Agreement (BKV Corp), Employment Agreement (BKV Corp)
Post-Employment Payments. (a) At the end of the Executive’s employment with the Company for any reason, the Executive shall cease to have any rights to salary, equity awards, expense reimbursements or other benefits, except that (to the extent applicable) the Executive shall be entitled to (i) any base salary Base Salary which has accrued been earned but is unpaid, with respect to the fiscal year of the termination, a pro rata portion of any performance bonus which has accrued for such fiscal year (unpaid as of the end of the Employment Period, which shall be paid by the Company to the Executive on the first payroll date following the Executive’s termination of terminationemployment, (ii) any annual cash bonus that has been earned for a prior calendar year pursuant to subparagraph 4(b) but is unpaid, which shall be paid by the Company to the Executive by March 15 of the calendar year in which the Executive’s termination of employment occurs (but only if the termination is not a Termination For Cause or a Voluntary Termination), (iii) any reimbursable expenses which have been incurred but are unpaid, and any unexpired vacation days which have accrued under Crysteel’s vacation policy but are unused, unpaid as of the termination date end of the Executive’s employment Employment Period, which shall be paid by the Company to the Executive in accordance with the Company’s applicable reimbursement policies, (iiiv) any rights under profits interest grants and other equity incentive grants or plan benefits which by their terms extend beyond termination of the Executive’s employment (but only to the extent provided in any profits interest grants and other equity incentive grants theretofore granted to Executive or any other benefit plan in which the Executive has participated as an employee of the CompanyCompany and excluding, except as hereinafter provided in subparagraph 6(b), 6(c) or 6(d), any severance pay program or policy of AGNC, the Company or any of their subsidiaries) and (iiiv) any benefits to which the Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amendedamended (“COBRA”). In addition, and subject to subparagraph 6(f), the Executive shall be entitled to the additional amounts described in subparagraph 6(b), 6(c) or 6(d), in the circumstances described in such subparagraphs. Moreover, subject to subparagraph 6(f), unless otherwise expressly agreed to by the parties, if the Executive’s employment is terminated by the Company following the end of the Employment Period (ivfor any reason other than a reason that would have constituted a Termination For Cause had such termination of employment occurred during the Employment Period), then the Executive shall be entitled to the severance provided under any severance policy or arrangement of AGNC, the Company or their affiliates that is applicable to the Executive at the time of such termination but shall be no less than six (6) any payments contemplated by paragraph 2(bmonths of targeted cash compensation (salary plus targeted cash bonus).
(b) If the Company terminates Executive’s employment with the Company without Employment Period ends early pursuant to subparagraph 5(b) on account of a Termination Without Cause or Executive voluntarily terminates his employment with the Company with a Termination For Good Reason at any time during (except in circumstances in which subparagraph 6(c)) would apply, the Entitlement Period, Crysteel Executive shall be entitled to receive the following:
(i) pay The greater of any amounts under applicable severance policy or arrangement of AGNC, the Company or their affiliates applicable to the Executive his base salary in effect at the time of such termination or an amount equal to the product of (A) 1.0, multiplied by (B) the sum of (x) the Executive’s Base Salary at the time of such termination of employment, plus (y) the Target Annual Bonus Amount for a the calendar year in which such termination of employment occurs, which shall be paid by the Company to the Executive in equal installments over the 12-month period of twelve (12) months following such termination of employment in accordance with the Company’s normal payroll practices and (such greater amount being the “Severance Amount”);
(ii) provide an amount equal to the product of (A) the annual cash bonus the Executive with would have been entitled to receive pursuant to subparagraph 4(b) if Executive had remained employed through December 31 of the opportunity calendar year in which such termination of employment occurs (as determined by the Compensation Committee but assuming that the Executive achieved all qualitative and subjective metrics of the Annual Performance Goals at their target level), multiplied by (B) a fraction (x) the numerator of which is the number of days that the Executive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365 (the “Assumed Pro Rata Bonus”), which shall be paid by the Company to continue the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(A) if the Executive (or any of Executive’s eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to participate COBRA, reimbursement for the Executive’s (and any such eligible dependent’s) COBRA premium payments (provided such reimbursement does not result in Crysteelany taxes or penalties for the Company) until the earlier of (x) the Executive’s health and dental plans eligibility for a period of any such coverage under another employer’s or any other medical plan or (y) the date that is twelve (12) months following such termination of employment (such period, the “COBRA Period”), with each such COBRA reimbursement being made by the Company to the Executive within thirty (30) days following the payment of any such COBRA premiums by the Executive (and any such eligible dependent) (the “COBRA Reimbursements”); or (B) if the Executive (or any of Executive’s eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to COBRA but the COBRA Reimbursements would result in taxes or penalties for the Company, monthly cash payments, with each such monthly cash payment being equal to the Executive’s (and any such eligible dependent’s) monthly COBRA premium payments during the COBRA Period, which shall be paid by the Company to the Executive on the same basis first payroll date of each month following the month with respect to which the Executive’s (and any such eligible dependent’s) monthly COBRA premiums were paid during the COBRA Period (the “Substitute Payments”); and
(iv) acceleration of any outstanding unvested awards under the Equity Plan, subject to and in accordance with the same costs as are applicable from time award agreement(s) to time to other officers of Crysteel. Executive agrees that be entered into between AGNC and the period of coverage under such plan pursuant to this paragraph shall count against such plan’s obligation to provide continuation coverage pursuant to COBRAExecutive.
(c) It If the Employment Period ends early pursuant to subparagraph 5(b) on account of a Termination Without Cause or a Termination For Good Reason, and such termination of employment occurs within twenty-four (24) months after a Change of Control, the Executive shall be entitled to receive the following:
(i) the Severance Amount (as defined in subparagraph 6(b)(i) above), which shall be paid by the Company to the Executive in a lump sum on the first payroll date following the 60th day after such termination of employment;
(ii) an amount equal to the product of (A) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs, multiplied by (B) a fraction (x) the numerator of which is expressly understood the number of days that the CompanyExecutive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365, which shall be paid by the Company to the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(iii) the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable; and
(iv) acceleration of any outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(d) If the Employment Period ends early at any time pursuant to subparagraph 5(b) on account of the Executive’s payment obligations under paragraph 2(b) shall cease death or Disability, the Executive (or in the event of the Executive’s death, Executive’s estate or eligible dependents, as applicable) shall be entitled to receive the following:
(i) the Assumed Pro Rata Bonus, which shall be paid by the Company to the Executive breaches any (or to Executive’s estate) in a single lump sum by March 15 of his obligations under this Agreement. Executive the calendar year following the calendar year in which such termination of employment occurs;
(ii) the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable (provided that in the event of the Executive’s death, the COBRA Reimbursements or the Substitute Payments, as applicable, shall not be required paid to mitigate the amount Executive’s eligible dependents); and
(iii) acceleration of any payment outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(e) Any payment, reimbursement or benefit under the last sentence of subparagraph 6(a) or subparagraph 6(b), 6(c) or 6(d) that is not made or provided for in this Agreement by seeking other during the period following the Executive’s termination of employment or otherwise. because the Executive shall (or, if applicable, Executive’s estate) has not be eligible to participate in any other severance pay program or policy of executed the Company, except for the payments release described in this Agreement. subparagraph 6(f) shall be paid to the Executive in a single lump sum (or shall be provided to the Executive) on the first payroll date following the 60th day after such termination of employment; provided that the Executive (or, if applicable, Executive’s estate) executes and does not revoke the release in accordance with the requirements of subparagraph 6(f).
(f) Notwithstanding anything herein to the contrary, the Company Executive (or, if applicable, Executive’s estate) shall not be obligated entitled to make receive any payment payment, reimbursement or provide any benefit under paragraph 2(bthe last sentence of subparagraph 6(a) or subparagraph 6(b), 6(c) or 6(d) hereof unless (i) prior to the 60th day following such termination of employment, the Executive (or, if applicable, Executive’s estate) executes a standard release of all current or future claims, known or unknown, arising on or before the date of the release release, against AGNC, the Company and each of its their subsidiaries and their directors, managers, officers, employees and affiliates affiliates, in a reasonable standard form of release provided by the Board and customary form approved agreed to by Crysteel the Executive (which release shall not impose any further obligations, covenants or duties on the Executive), and (ii) Executive does not revoke such release during any applicable revocation period. The Company will provide Executive with period has expired prior to the form 60th day following such termination of release no later than seven (7) days following termination. If employment without the Executive does not execute the release or (or, if the Executive revokes the applicable, Executive’s estate) revoking such release, in each case, within the required period as specified within the release, then the payments under paragraph 2(b) shall be discontinued.
Appears in 2 contracts
Samples: Employment Agreement (AGNC Investment Corp.), Employment Agreement (AGNC Investment Corp.)
Post-Employment Payments. Subject to Section 5 hereof:
(a) At the end of if Executive’s employment with the Company is terminated during the Term for any reason, Executive shall cease to have any rights to salary, equity awards, expense reimbursements or other benefits, except that Executive shall be entitled to (i) any base salary which has accrued but is unpaid, with respect to the fiscal year of the termination, a pro rata portion of any performance bonus which has accrued for such fiscal year (as of the date of termination) but is unpaid, any reimbursable expenses which have been incurred but are unpaid, and any unexpired vacation days which have accrued during the year of termination of Executive’s employment under Crysteelthe Company’s vacation policy but are unused, as at the time of the such termination date of the Executive’s employment with the Companyemployment, (ii) any option rights under profits interest grants and other equity incentive grants or plan benefits which by their terms extend beyond termination of Executive’s employment (but only to the extent provided in any profits interest grants and other equity incentive grants option theretofore granted to Executive or any other benefit plan in which Executive has participated as an employee of the CompanyCompany and excluding, except as hereinafter provided in Subsections 3(b) and 3(c), any severance pay program or policy of the Company) and (iii) any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amendedamended (“COBRA”). In addition, Executive shall be entitled to the additional benefits and (ivamounts described in Subsections 3(b) any payments contemplated by paragraph 2(band 3(c), in the circumstances described in such Subsections.
(b) If the Company terminates if Executive’s employment with the Company without Cause or Executive voluntarily terminates his employment with is terminated prior to the third anniversary of the Effective Date on account of a Termination Without Cause, the Company with Good Reason at any time during the Entitlement Period, Crysteel shall pay to Executive:
(i) pay Executive an amount equal to two (2) times his annual base salary in effect at the time of such termination paid in a lump sum as promptly as practicable following the expiration of any revocation period relating to the Release Agreement described in Section 5 below, but in no event later than March 15th of the calendar year following the Termination Date;
(ii) for a period of twelve eighteen (1218) months following such the termination in accordance with date (the Company’s normal payroll practices and (ii) “Continuation Period”), the Company shall arrange to provide Executive with health benefits substantially similar to those that he was receiving or entitled to receive immediately prior to the opportunity termination date. The Continuation Period shall be considered to continue to participate in Crysteel’s health be the period during which Executive shall be eligible for COBRA continuation coverage, and dental plans the Company shall reimburse Executive for a period the full amount of twelve (12) months following the premiums for such termination on the same basis and with the same costs as are applicable from time to time to other officers of Crysteel. Executive agrees continuation coverage; provided, however, that the period of coverage under such plan health benefits otherwise receivable by Executive pursuant to this paragraph Subsection (b)(ii) will be reduced to the extent comparable health benefits are actually received by Executive from another employer during the Continuation Period, and any such benefits actually received by Executive shall count against be reported by Executive to the Company. If any benefit described in this Subsection (b)(ii) is subject to tax, the Company will pay Executive an additional amount such planthat after payment by Executive or Executive’s obligation dependents or beneficiaries, as the case may be, of all taxes imposed on the benefits described in this Subsection (b)(ii) and any such additional payment by the Company, the recipient retains an amount equal to provide continuation coverage pursuant such taxes; and
(iii) an amount equal to COBRAthe present value of the full cost of health benefits for an additional six (6) months, paid in a lump sum as promptly as practicable following the expiration of any revocation period relating to the Release Agreement described in Section 5 below, but in no event later than March 15th of the calendar year following the Termination Date. In addition, the Company will pay Executive an additional amount such that after payment by Executive or Executive’s dependents or beneficiaries, as the case may be, of any taxes imposed on the benefits described in this Subsection (b)(iii) and any such additional payment by the Company, the recipient retains an amount equal to such taxes.
(civ) It is expressly understood that the Company’s payment obligations and Executive’s participation rights under paragraph 2(bthis Subsection 3(b) shall cease in the event Executive breaches any of his the confidentiality and non-compete obligations under this Agreement. set forth in Section 8 of the Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Supplemental Retirement Agreement by seeking other employment or otherwise. between Executive shall not be eligible to participate in any other severance pay program or policy of and the Company, except dated November 15, 2006.
(c) if Executive’s employment with the Company is terminated on or after the third anniversary of the Effective Date on account of a Termination Without Cause, Executive shall be entitled to receive payments in accordance with the Company’s severance policy for the payments described Senior Executive Officers, as then in effect.
(d) Notwithstanding anything in this Agreement. Notwithstanding anything herein Section 3 to the contrary, the Company shall not be obligated to make if any payment to Executive under this Section 3 would constitute a “deferral of compensation” under Section 409A of the Code and Executive is a “specified employee” (as such phrase is defined in Section 409A of the Code), Executive (or provide any benefit under paragraph 2(bExecutive’s beneficiary) hereof unless will receive payment of the amounts described in this Section 3 upon the earlier of (i) Executive executes a release of all current or future claims, known or unknown, arising on or before six (6) months following Executive’s “separation from service” with the date Company (as such phrase is defined in Section 409A of the release against the Company and each of its directors, officers, employees and affiliates in a reasonable and customary form approved by Crysteel and Code) or (ii) Executive does not revoke such release during any applicable revocation period. The Company will provide Executive with the form of release no later than seven (7) days following termination. If the Executive does not execute the release or if the Executive revokes the release, in each case, within the required period as specified within the release, then the payments under paragraph 2(b) shall be discontinuedExecutive’s death.
Appears in 1 contract
Post-Employment Payments. (a) a. At the end of the Executive’s employment with the Company for any reason, the Executive shall cease to have any rights to salary, equity awards, expense reimbursements or other benefits, except that (to the extent applicable) the Executive shall be entitled to (i) any base salary Base Salary which has accrued been earned but is unpaid, with respect to the fiscal year of the termination, a pro rata portion of any performance bonus which has accrued for such fiscal year (unpaid as of the end of the Employment Period, which shall be paid by the Company to the Executive on the first payroll date following the Executive’s termination of terminationemployment, (ii) any annual cash bonus that has been earned for a prior calendar year pursuant to subparagraph 4(b) but is unpaid, which shall be paid by the Company to the Executive by March 15 of the calendar year in which the Executive’s termination of employment occurs (but only if the termination is not a Termination For Cause or a Voluntary Termination), (iii) any reimbursable expenses which have been incurred but are unpaid, and any unexpired vacation days which have accrued under Crysteel’s vacation policy but are unused, unpaid as of the termination date end of the Executive’s employment Employment Period, which shall be paid by the Company to the Executive in accordance with the Company’s applicable reimbursement policies, (iiiv) any rights under profits interest grants and other equity incentive grants or plan benefits which by their terms extend beyond termination of the Executive’s employment (but only to the extent provided in any profits interest grants and other equity incentive grants theretofore granted to Executive or any other benefit plan in which the Executive has participated as an employee of the CompanyCompany and excluding, except as hereinafter provided in subparagraph 6(b), 6(c) or 6(d), any severance pay program or policy of AGNC, the Company or any of their subsidiaries) and (iiiv) any benefits to which the Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amendedamended (“COBRA”). In addition, and (ivsubject to subparagraph 6(f), the Executive shall be entitled to the additional amounts described in subparagraph 6(b), 6(c) any payments contemplated or 6(d), in the circumstances described in such subparagraphs. Moreover, subject to subparagraph 6(f), unless otherwise expressly agreed to by paragraph 2(b).
(b) If the Company terminates parties, if the Executive’s employment with is terminated by the Company without following the end of the Employment Period (for any reason other than a reason that would have constituted a Termination For Cause had such termination of employment occurred during the Employment Period), then the Executive shall be entitled to the severance provided under any severance policy or Executive voluntarily terminates his employment with arrangement of AGNC, the Company with Good Reason at any time during or their affiliates that is applicable to the Entitlement Period, Crysteel shall (i) pay Executive his base salary in effect at the time of such termination for a period of twelve but shall be no less than six (126) months of targeted cash compensation (salary plus targeted cash bonus).
b. If the Employment Period ends early pursuant to subparagraph 5(b) on account of a Termination Without Cause or a Termination For Good Reason (except in circumstances in which subparagraph 6(c) would apply), the Executive shall be entitled to receive the following:
i. The greater of any amounts under any applicable severance policy or arrangement of AGNC, the Company or their affiliates applicable to the Executive at the time of such termination or an amount equal to the product of (A) 1.0, multiplied by (B) the sum of (x) the Executive’s Base Salary at the time of such termination of employment, plus (y) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs, which shall be paid by the Company to the Executive in equal installments over the 12-month period following such termination of employment in accordance with the Company’s normal payroll practices practices;
ii. an amount equal to the product of (A) the annual cash bonus the Executive would have been entitled to receive pursuant to subparagraph 4(b) if Executive had remained employed through December 31 of the calendar year in which such termination of employment occurs (as determined by the Compensation Committee but assuming that the Executive achieved all qualitative and subjective metrics of the Annual Performance Goals at their target level), multiplied by (B) a fraction (x) the numerator of which is the number of days that the Executive remained employed during the calendar year in which such termination of employment occurs and (iiy) provide the denominator of which is 365 (the “Assumed Pro Rata Bonus”), which shall be paid by the Company to the Executive with in a single lump sum by March 15 of the opportunity to continue to participate calendar year following the calendar year in Crysteel’s health and dental plans for a period of twelve (12) months following which such termination on the same basis and with the same costs as are applicable from time to time to other officers of Crysteel. Executive agrees that the period of coverage under such plan pursuant to this paragraph shall count against such plan’s obligation to provide continuation coverage pursuant to COBRA.
(c) It is expressly understood that the Company’s payment obligations under paragraph 2(b) shall cease in the event Executive breaches any of his obligations under this Agreement. Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise. Executive shall not be eligible to participate in any other severance pay program or policy of the Company, except for the payments described in this Agreement. Notwithstanding anything herein to the contrary, the Company shall not be obligated to make any payment or provide any benefit under paragraph 2(b) hereof unless (i) Executive executes a release of all current or future claims, known or unknown, arising on or before the date of the release against the Company and each of its directors, officers, employees and affiliates in a reasonable and customary form approved by Crysteel and (ii) Executive does not revoke such release during any applicable revocation period. The Company will provide Executive with the form of release no later than seven (7) days following termination. If the Executive does not execute the release or if the Executive revokes the release, in each case, within the required period as specified within the release, then the payments under paragraph 2(b) shall be discontinued.occurs;
Appears in 1 contract
Post-Employment Payments. (a) At the end of the Executive’s employment with the Company for any reason, the Executive shall cease to have any rights to salary, equity awards, expense reimbursements or other benefits, except that (to the extent applicable) the Executive shall be entitled to (i) any base salary Base Salary which has accrued been earned but is unpaid, with respect to the fiscal year of the termination, a pro rata portion of any performance bonus which has accrued for such fiscal year (unpaid as of the end of the Employment Period, which shall be paid by the Company to the Executive on the first payroll date following the Executive’s termination of terminationemployment, (ii) any annual cash bonus that has been earned for a prior calendar year pursuant to subparagraph 4(b) but is unpaid, which shall be paid by the Company to the Executive by March 15 of the calendar year in which the Executive’s termination of employment occurs (but only if the termination is not a Termination For Cause or a Voluntary Termination), (iii) any reimbursable expenses which have been incurred but are unpaid, and any unexpired vacation days which have accrued under Crysteel’s vacation policy but are unused, unpaid as of the termination date end of the Executive’s employment Employment Period, which shall be paid by the Company to the Executive in accordance with the Company’s applicable reimbursement policies, (iiiv) any rights under profits interest grants and other equity incentive grants or plan benefits which by their terms extend beyond termination of the Executive’s employment (but only to the extent provided in any profits interest grants and other equity incentive grants theretofore granted to Executive or any other benefit plan in which the Executive has participated as an employee of the CompanyCompany and excluding, except as hereinafter provided in subparagraph 6(b), 6(c) or 6(d), any severance pay program or policy of AGNC, the Company or any of their subsidiaries) and (iiiv) any benefits to which the Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amendedamended (“COBRA”). In addition, and (ivsubject to subparagraph 6(f), the Executive shall be entitled to the additional amounts described in subparagraph 6(b), 6(c) any payments contemplated or 6(d), in the circumstances described in such subparagraphs. Moreover, subject to subparagraph 6(f), unless otherwise expressly agreed to by paragraph 2(b).
(b) If the Company terminates parties, if the Executive’s employment with is terminated by the Company without Board following the end of the Employment Period (for any reason other than a reason that would have constituted a Termination For Cause or Executive voluntarily terminates his had such termination of employment with the Company with Good Reason at any time occurred during the Entitlement Employment Period), Crysteel then the Executive shall be entitled to the greater of (iA) pay Executive his payment of a monthly amount equal to the sum of (x) one-twelfth (1/12th) of the Executive’s then-current annual base salary in effect at salary, plus (y) one-twelfth (1/12th) of the time of such termination Executive’s then-current target annual cash bonus, for a period of twelve (12) months time following such termination of employment equal to one (1) month for each year of the Executive’s service with the Company (which, for the avoidance of doubt, commenced on January 26, 2009) (not to exceed eighteen (18) months), which shall be paid by the Company to the Executive in equal installments over such period in accordance with the Company’s normal payroll practices practices, or (B) the severance provided under any severance policy or arrangement of AGNC, the Company or their affiliates that is applicable to the Executive at the time of such termination.
(b) If the Employment Period ends early pursuant to subparagraph 5(b) on account of a Termination Without Cause or a Termination For Good Reason, and such termination of employment does not occur during the Change of Control Protection Period, the Executive shall be entitled to receive the following:
(i) an amount equal to the product of (A) 2.5, multiplied by (B) the sum of (x) the Executive’s Base Salary at the time of such termination of employment, plus (y) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs (which Target Annual Bonus Amount shall be deemed to be $6,140,000 for calendar year 2016 for purposes of this subparagraph 6(b)(i)) (the “Severance Amount”), which shall be paid by the Company to the Executive in equal installments over the 30-month period following such termination of employment in accordance with the Company’s normal payroll practices;
(ii) provide an amount equal to the product of (A) the annual cash bonus the Executive with would have been entitled to receive pursuant to subparagraph 4(b) if he had remained employed through December 31 of the opportunity calendar year in which such termination of employment occurs (as determined by the Compensation Committee but assuming that the Executive achieved all qualitative and subjective metrics of the Annual Performance Goals at their target level), multiplied by (B) a fraction (x) the numerator of which is the number of days that the Executive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365 (the “Assumed Pro Rata Bonus”), which shall be paid by the Company to continue the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(iii) (A) if the Executive (or any of his eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to participate COBRA, reimbursement for the Executive’s (and any such eligible dependent’s) COBRA premium payments (provided such reimbursement does not result in Crysteelany taxes or penalties for the Company) until the earlier of (x) the Executive’s health and dental plans eligibility for a period of twelve any such coverage under another employer’s or any other medical plan or (12y) the date that is 18 months following such termination of employment (such period, the “COBRA Period”), with each such COBRA reimbursement being made by the Company to the Executive within 30 days following the payment of any such COBRA premiums by the Executive (and any such eligible dependent) (the “COBRA Reimbursements”); or (B) if the Executive (or any of his eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to COBRA but the COBRA Reimbursements would result in taxes or penalties for the Company, monthly cash payments, with each such monthly cash payment being equal to the Executive’s (and any such eligible dependent’s) monthly COBRA premium payments during the COBRA Period, which shall be paid by the Company to the Executive on the same basis first payroll date of each month following the month with respect to which the Executive’s (and any such eligible dependent’s) monthly COBRA premiums were paid during the COBRA Period (the “Substitute Payments”);
(iv) acceleration of any outstanding unvested awards under the Equity Plan, subject to and in accordance with the same costs as are applicable from time award agreement(s) to time be entered into between AGNC and the Executive; and
(v) if such termination of employment occurs on or prior to other officers December 31, 2017, a lump sum cash payment in an amount equal to the product of Crysteel. Executive agrees (A) $5,400,000, multiplied by (B) a fraction (x) the numerator of which is the number of days that the period Executive remained employed during the calendar year in which such termination of coverage under employment occurs and (y) the denominator of which is 365 (the “Pro Rata LTIA Payment”), which shall be paid by the Company to the Executive in a single lump sum on the first payroll date following the 60th day after such plan pursuant to this paragraph shall count against such plan’s obligation to provide continuation coverage pursuant to COBRAtermination of employment.
(c) It If the Employment Period ends early pursuant to subparagraph 5(b) on account of a Termination Without Cause or a Termination For Good Reason, and such termination of employment occurs during the Change of Control Protection Period, the Executive shall be entitled to receive the following:
(i) the Severance Amount (as defined in subparagraph 6(b)(i) above), which shall be paid by the Company to the Executive in a lump sum on the first payroll date following the 60th day after such termination of employment;
(ii) an amount equal to the product of (A) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs, multiplied by (B) a fraction (x) the numerator of which is expressly understood the number of days that the CompanyExecutive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365, which shall be paid by the Company to the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(iii) the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable;
(iv) acceleration of any outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; and
(v) if such termination of employment occurs on or prior to December 31, 2017, the Pro Rata LTIA Payment (as defined in subparagraph 6(b)(v)), which shall be paid by the Company to the Executive in a single lump sum on the first payroll date following the 60th day after such termination of employment.
(d) If the Employment Period ends early at any time pursuant to subparagraph 5(b) on account of the Executive’s payment obligations under paragraph 2(b) shall cease death or Disability, the Executive (or in the event of the Executive’s death, his estate or eligible dependents, as applicable) shall be entitled to receive the following:
(i) the Assumed Pro Rata Bonus, which shall be paid by the Company to the Executive breaches any (or to his estate) in a single lump sum by March 15 of his obligations under this Agreement. Executive the calendar year following the calendar year in which such termination of employment occurs;
(ii) the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable (provided that in the event of the Executive’s death, the COBRA Reimbursements or the Substitute Payments, as applicable, shall not be required paid to mitigate the amount Executive’s eligible dependents);
(iii) acceleration of any payment outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; and
(iv) if such termination of employment occurs on or prior to December 31, 2017, the Pro Rata LTIA Payment (as defined in subparagraph 6(b)(v)), which shall be paid by the Company to the Executive (or to his estate) in a single lump sum on the first payroll date following the 60th day after such termination of employment.
(e) Any payment, reimbursement or benefit under the last sentence of subparagraph 6(a) or subparagraph 6(b), 6(c) or 6(d) that is not made or provided for in this Agreement by seeking other during the period following the Executive’s termination of employment or otherwise. because the Executive shall (or, if applicable, his estate) has not be eligible to participate in any other severance pay program or policy of executed the Company, except for the payments release described in this Agreement. subparagraph 6(f) shall be paid to the Executive in a single lump sum (or shall be provided to the Executive) on the first payroll date following the 60th day after such termination of employment; provided that the Executive (or, if applicable, his estate) executes and does not revoke the release in accordance with the requirements of subparagraph 6(f).
(f) Notwithstanding anything herein to the contrary, the Company Executive (or, if applicable, his estate) shall not be obligated entitled to make receive any payment payment, reimbursement or provide any benefit under paragraph 2(bthe last sentence of subparagraph 6(a) or subparagraph 6(b), 6(c) or 6(d) hereof unless (i) prior to the 60th day following such termination of employment, the Executive (or, if applicable, his estate) executes a standard release of all current or future claims, known or unknown, arising on or before the date of the release release, against AGNC, the Company and each of its their subsidiaries and their directors, managers, officers, employees and affiliates affiliates, in a reasonable standard form of release provided by the Board and customary form approved agreed to by Crysteel the Executive (which release shall not impose any further obligations, covenants or duties on the Executive), and (ii) Executive does not revoke such release during any applicable revocation period. The Company will provide Executive with period has expired prior to the form 60th day following such termination of release no later than seven (7) days following termination. If employment without the Executive does not execute the release or (or, if the Executive revokes the applicable, his estate) revoking such release, in each case, within the required period as specified within the release, then the payments under paragraph 2(b) shall be discontinued.
Appears in 1 contract
Post-Employment Payments. (a) At the end of the Executive’s employment with the Company for any reason, the Executive shall cease to have any rights to salary, equity awards, expense reimbursements or other benefits, except that (to the extent applicable) the Executive shall be entitled to (i) any base salary Base Salary which has accrued been earned but is unpaid, with respect to the fiscal year of the termination, a pro rata portion of any performance bonus which has accrued for such fiscal year (unpaid as of the end of the Employment Period, which shall be paid by the Company to the Executive on the first payroll date following the Executive’s termination of terminationemployment, (ii) any annual cash bonus that has been earned for a prior calendar year pursuant to subparagraph 4(b) but is unpaid, which shall be paid by the Company to the Executive by March 15 of the calendar year in which the Executive’s termination of employment occurs (but only if the termination is not a Termination For Cause or a Voluntary Termination), (iii) any reimbursable expenses which have been incurred but are unpaid, and any unexpired vacation days which have accrued under Crysteel’s vacation policy but are unused, unpaid as of the termination date end of the Executive’s employment Employment Period, which shall be paid by the Company to the Executive in accordance with the Company’s applicable reimbursement policies, (iiiv) any rights under profits interest grants and other equity incentive grants or plan benefits which by their terms extend beyond termination of the Executive’s employment (but only to the extent provided in any profits interest grants and other equity incentive grants theretofore granted to Executive or any other benefit plan in which the Executive has participated as an employee of the CompanyCompany and excluding, except as hereinafter provided in subparagraph 6(b), 6(c) or 6(d), any severance pay program or policy of AGNC, the Company or any of their subsidiaries) and (iiiv) any benefits to which the Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amendedamended (“COBRA”). In addition, and subject to subparagraph 6(f), the Executive shall be entitled to the additional amounts described in subparagraph 6(b), 6(c) or 6(d), in the circumstances described in such subparagraphs. Moreover, subject to subparagraph 6(f), unless otherwise expressly agreed to by the parties, if the Executive’s employment is terminated by the Board following the end of the Employment Period (ivfor any reason other than a reason that would have constituted a Termination For Cause had such termination of employment occurred during the Employment Period), then the Executive shall be entitled to the greater of (A) payment of a monthly amount equal to the sum of (x) one-twelfth (1/12th) of the Executive’s then-current annual base salary, plus (y) one-twelfth (1/12th) of the Executive’s then-current target annual cash bonus, for a period of time following such termination of employment equal to one (1) month for each year of the Executive’s service with the Company (which, for the avoidance of doubt, commenced on August 9, 2010) (not to exceed eighteen (18) months), which shall be paid by the Company to the Executive in equal installments over such period in accordance with the Company’s normal payroll practices, or (B) the severance provided under any payments contemplated by paragraph 2(b)severance policy or arrangement of AGNC, the Company or their affiliates that is applicable to the Executive at the time of such termination.
(b) If the Company terminates Executive’s employment with the Company without Employment Period ends early pursuant to subparagraph 5(b) on account of a Termination Without Cause or Executive voluntarily terminates his a Termination For Good Reason, and such termination of employment with the Company with Good Reason at any time does not occur during the Entitlement Change of Control Protection Period, Crysteel the Executive shall be entitled to receive the following:
(i) pay Executive his base salary in effect (A) an amount equal to the product of (x) 1.0, multiplied by (y) the sum of (I) the Executive’s Base Salary at the time of such termination of employment, plus (II) the Target Annual Bonus Amount for a the calendar year in which such termination of employment occurs, which shall be paid by the Company to the Executive in equal installments over the 12-month period of twelve (12) months following such termination of employment in accordance with the Company’s normal payroll practices and (B) if the Executive remains unemployed on the first anniversary of such termination of employment, an amount equal to the product of (x) 0.5, multiplied by (y) the sum of (I) the Executive’s Base Salary at the time of such termination of employment, plus (II) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs, which shall be paid by the Company to the Executive in equal installments over the 6-month period following the first anniversary of such termination of employment in accordance with the Company’s normal payroll practices, provided that the payments in this sub-clause (B) shall cease in the event, and as of the date, that the Executive becomes employed by another employer during the 6-month period following the first anniversary of such termination of employment;
(ii) provide an amount equal to the product of (A) the annual cash bonus the Executive with would have been entitled to receive pursuant to subparagraph 4(b) if he had remained employed through December 31 of the opportunity calendar year in which such termination of employment occurs (as determined by the Compensation Committee but assuming that the Executive achieved all qualitative and subjective metrics of the Annual Performance Goals at their target level), multiplied by (B) a fraction (x) the numerator of which is the number of days that the Executive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365 (the “Assumed Pro Rata Bonus”), which shall be paid by the Company to continue the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(iii) (A) if the Executive (or any of his eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to participate COBRA, reimbursement for the Executive’s (and any such eligible dependent’s) COBRA premium payments (provided such reimbursement does not result in Crysteelany taxes or penalties for the Company) until the earlier of (x) the Executive’s health and dental plans eligibility for a period of twelve any such coverage under another employer’s or any other medical plan or (12y) the date that is 18 months following such termination of employment (such period, the “COBRA Period”), with each such COBRA reimbursement being made by the Company to the Executive within 30 days following the payment of any such COBRA premiums by the Executive (and any such eligible dependent) (the “COBRA Reimbursements”); or (B) if the Executive (or any of his eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to COBRA but the COBRA Reimbursements would result in taxes or penalties for the Company, monthly cash payments, with each such monthly cash payment being equal to the Executive’s (and any such eligible dependent’s) monthly COBRA premium payments during the COBRA Period, which shall be paid by the Company to the Executive on the same basis first payroll date of each month following the month with respect to which the Executive’s (and any such eligible dependent’s) monthly COBRA premiums were paid during the COBRA Period (the “Substitute Payments”);
(iv) acceleration of any outstanding unvested awards under the Equity Plan, subject to and in accordance with the same costs as are applicable from time award agreement(s) to time be entered into between AGNC and the Executive; and
(v) if such termination of employment occurs on or prior to other officers December 31, 2018, a lump sum cash payment in an amount equal to the product of Crysteel. Executive agrees (A) $1,400,000, multiplied by (B) a fraction (x) the numerator of which is the number of days that the period Executive remained employed during the calendar year in which such termination of coverage under employment occurs and (y) the denominator of which is 365 (the “Pro Rata LTIA Payment”), which shall be paid by the Company to the Executive in a single lump sum on the first payroll date following the 60th day after such plan pursuant to this paragraph shall count against such plan’s obligation to provide continuation coverage pursuant to COBRAtermination of employment.
(c) It If the Employment Period ends early pursuant to subparagraph 5(b) on account of a Termination Without Cause or a Termination For Good Reason, and such termination of employment occurs during the Change of Control Protection Period, the Executive shall be entitled to receive the following:
(i) an amount equal to the product of (A) 1.5, multiplied by (B) the sum of (x) the Executive’s Base Salary at the time of such termination of employment, plus (y) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs, which shall be paid by the Company to the Executive in a lump sum on the first payroll date following the 60th day after such termination of employment;
(ii) an amount equal to the product of (A) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs, multiplied by (B) a fraction (x) the numerator of which is expressly understood the number of days that the CompanyExecutive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365, which shall be paid by the Company to the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(iii) the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable;
(iv) acceleration of any outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; and
(v) if such termination of employment occurs on or prior to December 31, 2018, the Pro Rata LTIA Payment (as defined in subparagraph 6(b)(v)), which shall be paid by the Company to the Executive in a single lump sum on the first payroll date following the 60th day after such termination of employment.
(d) If the Employment Period ends early at any time pursuant to subparagraph 5(b) on account of the Executive’s payment obligations under paragraph 2(b) shall cease death or Disability, the Executive (or in the event of the Executive’s death, his estate or eligible dependents, as applicable) shall be entitled to receive the following:
(i) the Assumed Pro Rata Bonus, which shall be paid by the Company to the Executive breaches any (or to his estate) in a single lump sum by March 15 of his obligations under this Agreement. Executive the calendar year following the calendar year in which such termination of employment occurs;
(ii) the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable (provided that in the event of the Executive’s death, the COBRA Reimbursements or the Substitute Payments, as applicable, shall not be required paid to mitigate the amount Executive’s eligible dependents);
(iii) acceleration of any payment outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; and
(iv) if such termination of employment occurs on or prior to December 31, 2018, the Pro Rata LTIA Payment (as defined in subparagraph 6(b) (v)), which shall be paid by the Company to the Executive (or to his estate) in a single lump sum on the first payroll date following the 60th day after such termination of employment.
(e) Any payment, reimbursement or benefit under the last sentence of subparagraph 6(a) or subparagraph 6(b), 6(c) or 6(d) that is not made or provided for in this Agreement by seeking other during the period following the Executive’s termination of employment or otherwise. because the Executive shall (or, if applicable, his estate) has not be eligible to participate in any other severance pay program or policy of executed the Company, except for the payments release described in this Agreement. subparagraph 6(f) shall be paid to the Executive in a single lump sum (or shall be provided to the Executive) on the first payroll date following the 60th day after such termination of employment; provided that the Executive (or, if applicable, his estate) executes and does not revoke the release in accordance with the requirements of subparagraph 6(f).
(f) Notwithstanding anything herein to the contrary, the Company Executive (or, if applicable, his estate) shall not be obligated entitled to make receive any payment payment, reimbursement or provide any benefit under paragraph 2(bthe last sentence of subparagraph 6(a) or subparagraph 6(b), 6(c) or 6(d) hereof unless (i) prior to the 60th day following such termination of employment, the Executive (or, if applicable, his estate) executes a standard release of all current or future claims, known or unknown, arising on or before the date of the release release, against AGNC, the Company and each of its their subsidiaries and their directors, managers, officers, employees and affiliates affiliates, in a reasonable standard form of release provided by the Board and customary form approved agreed to by Crysteel the Executive (which release shall not impose any further obligations, covenants or duties on the Executive), and (ii) Executive does not revoke such release during any applicable revocation period. The Company will provide Executive with period has expired prior to the form 60th day following such termination of release no later than seven (7) days following termination. If employment without the Executive does not execute the release or (or, if the Executive revokes the applicable, his estate) revoking such release, in each case, within the required period as specified within the release, then the payments under paragraph 2(b) shall be discontinued.
Appears in 1 contract
Post-Employment Payments. (a) At Upon the end termination of Executive’s employment with the Company for any reasonEmployment Period pursuant to paragraph 5, Executive shall cease to have any rights to salary, equity awards, expense reimbursements or other benefits, except that Executive shall be entitled to (i) any base salary Base Salary which has accrued but is unpaid, with respect to the fiscal year of the termination, a pro rata portion of any performance bonus which has accrued for such fiscal year (as of earned but unpaid on the date of termination) but is unpaidtermination of Executive’s employment (which bonus shall be paid in accordance with the terms and conditions therefor established by the Manager), and any reimbursable expenses which have been incurred but are unpaid, and any unexpired vacation days each of which have accrued under Crysteel’s vacation policy but are unused, as shall be paid on the next scheduled payroll date following the termination of the termination date of the Executive’s employment with the CompanyEmployment Period, (ii) any rights under profits interest grants and other equity incentive grants or plan benefits due or by which by their terms extend beyond termination of Executive’s employment (but only to the extent provided in any profits interest grants and other equity incentive grants theretofore granted to Executive or any other benefit plan in which Executive has participated as an employee of the Company and excluding, except as hereinafter provided in subparagraph 6(b), any severance pay program or policy of the Company), (iii) all rights under and with respect to the Equity Incentive Plan and all awards granted to Executive thereunder and (iv) any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amendedamended (also known as COBRA). In addition, and (iv) any payments contemplated by paragraph 2(bExecutive shall be entitled to the additional amounts described in subparagraph 6(b), in the circumstances described in such subparagraphs.
(b) If the Company Employment Period terminates Executive’s employment with pursuant to paragraph 5(d) on account of a Termination by the Company without Cause Cause, or pursuant to paragraph 5(e) on account of a Termination by Executive voluntarily terminates his employment with for Good Reason, the Company with Good Reason at any time during the Entitlement Period, Crysteel shall (i) continue to pay Executive his base salary in effect Base Salary at the time of such termination for a period of twelve (12) months one year following such termination termination, in accordance with the Company’s normal payroll practices and (ii) provide Executive with the opportunity to continue to participate in Crysteel’s health and dental plans for a period of twelve (12) months following such termination on the same basis and with the same costs as are applicable from time to time to other officers of Crysteel. Executive agrees that the period of coverage under such plan pursuant to this paragraph shall count against such plan’s obligation to provide continuation coverage pursuant to COBRApractices.
(c) It is expressly understood that the Company’s payment obligations under paragraph 2(b) shall cease in the event Executive breaches any of his obligations under this Agreement. Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise. Executive shall not be eligible to participate in any other severance pay program or policy of the Company, except for the payments described in this Agreement. Notwithstanding anything herein to the contrary, the The Company shall not be obligated to make any payment or provide any benefit under paragraph 2(bsubparagraph 6(b) hereof unless (i) prior to the 60th day following the termination of the Employment Period Executive executes a release of all current or future claims, known or unknown, arising on or before the date of the release against the Company and each of its subsidiaries and affiliates and their respective members, shareholders, directors, officers, managers, employees and affiliates agents, relating to Executive’s employment by or separation from employment with the Company, in a reasonable and customary form approved by Crysteel the Manager and consistent with the terms of this Agreement, and (ii) any applicable revocation period has expired without Executive does revoking such release. Notwithstanding the foregoing, Executive shall not revoke be required to release any claims arising after the date of the termination of employment.
(d) It is expressly understood that the Company’s payment obligations under subparagraph 6(b) shall cease in the event that Executive has breached any of the agreements in paragraph 7 hereof, to the extent that any such release breach is not cured during any applicable revocation notice and cure period. The Company will provide Executive with the form of release no later than seven (7) days following termination. If the Executive does not execute the release or if the Executive revokes the release, as provided in each case, within the required period as specified within the release, then the payments under paragraph 2(b) shall be discontinued8(f).
Appears in 1 contract
Post-Employment Payments. (a) At the end of the Executive’s employment with the Company for any reason, the Executive shall cease to have any rights to salary, equity awards, expense reimbursements or other benefits, except that (to the extent applicable) the Executive shall be entitled to (i) any base salary Base Salary which has accrued been earned but is unpaid, with respect to the fiscal year of the termination, a pro rata portion of any performance bonus which has accrued for such fiscal year (unpaid as of the end of the Employment Period, which shall be paid by the Company to the Executive on the first payroll date following the Executive’s termination of terminationemployment, (ii) any annual cash bonus that has been earned for a prior calendar year pursuant to subparagraph 4(b) but is unpaid, which shall be paid by the Company to the Executive by March 15 of the calendar year in which the Executive’s termination of employment occurs (but only if the termination is not a Termination For Cause or a Voluntary Termination), (iii) any reimbursable expenses which have been incurred but are unpaid, and any unexpired vacation days which have accrued under Crysteel’s vacation policy but are unused, unpaid as of the termination date end of the Executive’s employment Employment Period, which shall be paid by the Company to the Executive in accordance with the Company’s applicable reimbursement policies, (iiiv) any rights under profits interest grants and other equity incentive grants or plan benefits which by their terms extend beyond termination of the Executive’s employment (but only to the extent provided in any profits interest grants and other equity incentive grants theretofore granted to Executive or any other benefit plan in which the Executive has participated as an employee of the CompanyCompany and excluding, except as hereinafter provided in subparagraph 6(b), 6(c) or 6(d), any severance pay program or policy of AGNC, the Company or any of their subsidiaries) and (iiiv) any benefits to which the Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amendedamended (“COBRA”). In addition, and (ivsubject to subparagraph 6(f), the Executive shall be entitled to the additional amounts described in subparagraph 6(b), 6(c) any payments contemplated or 6(d), in the circumstances described in such subparagraphs. Moreover, subject to subparagraph 6(f), unless otherwise expressly agreed to by paragraph 2(b).
(b) If the Company terminates parties, if the Executive’s employment with is terminated by the Company without Board following the end of the Employment Period (for any reason other than a reason that would have constituted a Termination For Cause or Executive voluntarily terminates his had such termination of employment with the Company with Good Reason at any time occurred during the Entitlement Employment Period), Crysteel then the Executive shall be entitled to the greater of (iA) pay Executive his payment of a monthly amount equal to the sum of (x) one-twelfth (1/12th) of the Executive’s then-current annual base salary in effect at salary, plus (y) one-twelfth (1/12th) of the time of such termination Executive’s then-current target annual cash bonus, for a period of twelve (12) months time following such termination of employment equal to one (1) month for each year of the Executive’s service with the Company (which, for the avoidance of doubt, commenced on January 26, 2009) (not to exceed eighteen (18) months), which shall be paid by the Company to the Executive in equal installments over such period in accordance with the Company’s normal payroll practices practices, or (B) the severance provided under any severance policy or arrangement of AGNC, the Company or their affiliates that is applicable to the Executive at the time of such termination.
(b) If the Employment Period ends early pursuant to subparagraph 5(b) on account of a Termination Without Cause or a Termination For Good Reason, and such termination of employment does not occur during the Change of Control Protection Period, the Executive shall be entitled to receive the following:
(i) an amount equal to the product of (A) 2.5, multiplied by (B) the sum of (x) the Executive’s Base Salary at the time of such termination of employment, plus (y) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs (the “Severance Amount”), which shall be paid by the Company to the Executive in equal installments over the 30-month period following such termination of employment in accordance with the Company’s normal payroll practices;
(ii) provide an amount equal to the product of (A) the annual cash bonus the Executive with would have been entitled to receive pursuant to subparagraph 4(b) if he had remained employed through December 31 of the opportunity calendar year in which such termination of employment occurs (as determined by the Compensation Committee but assuming that the Executive achieved all qualitative and subjective metrics of the Annual Performance Goals at their target level), multiplied by (B) a fraction (x) the numerator of which is the number of days that the Executive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365 (the “Assumed Pro Rata Bonus”), which shall be paid by the Company to continue the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(iii) (A) if the Executive (or any of his eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to participate COBRA, reimbursement for the Executive’s (and any such eligible dependent’s) COBRA premium payments (provided such reimbursement does not result in Crysteelany taxes or penalties for the Company) until the earlier of (x) the Executive’s health and dental plans eligibility for a period of twelve any such coverage under another employer’s or any other medical plan or (12y) the date that is eighteen (18) months following such termination of employment (such period, the “COBRA Period”), with each such COBRA reimbursement being made by the Company to the Executive within thirty (30) days following the payment of any such COBRA premiums by the Executive (and any such eligible dependent) (the “COBRA Reimbursements”); or (B) if the Executive (or any of his eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to COBRA but the COBRA Reimbursements would result in taxes or penalties for the Company, monthly cash payments, with each such monthly cash payment being equal to the Executive’s (and any such eligible dependent’s) monthly COBRA premium payments during the COBRA Period, which shall be paid by the Company to the Executive on the same basis first payroll date of each month following the month with respect to which the Executive’s (and any such eligible dependent’s) monthly COBRA premiums were paid during the COBRA Period (the “Substitute Payments”); and
(iv) acceleration of any outstanding unvested awards under the Equity Plan, subject to and in accordance with the same costs as are applicable from time award agreement(s) to time to other officers of Crysteel. Executive agrees that be entered into between AGNC and the period of coverage under such plan pursuant to this paragraph shall count against such plan’s obligation to provide continuation coverage pursuant to COBRAExecutive.
(c) It If the Employment Period ends early pursuant to subparagraph 5(b) on account of a Termination Without Cause or a Termination For Good Reason, and such termination of employment occurs during the Change of Control Protection Period, the Executive shall be entitled to receive the following:
(i) the Severance Amount (as defined in subparagraph 6(b)(i) above), which shall be paid by the Company to the Executive in a lump sum on the first payroll date following the 60th day after such termination of employment;
(ii) an amount equal to the product of (A) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs, multiplied by (B) a fraction (x) the numerator of which is expressly understood the number of days that the CompanyExecutive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365, which shall be paid by the Company to the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(iii) the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable; and
(iv) acceleration of any outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(d) If the Employment Period ends early at any time pursuant to subparagraph 5(b) on account of the Executive’s payment obligations under paragraph 2(b) shall cease death or Disability, the Executive (or in the event of the Executive’s death, his estate or eligible dependents, as applicable) shall be entitled to receive the following:
(i) the Assumed Pro Rata Bonus, which shall be paid by the Company to the Executive breaches any (or to his estate) in a single lump sum by March 15 of his obligations under this Agreement. Executive the calendar year following the calendar year in which such termination of employment occurs;
(ii) the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable (provided that in the event of the Executive’s death, the COBRA Reimbursements or the Substitute Payments, as applicable, shall not be required paid to mitigate the amount Executive’s eligible dependents); and
(iii) acceleration of any payment outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(e) Any payment, reimbursement or benefit under the last sentence of subparagraph 6(a) or subparagraph 6(b), 6(c) or 6(d) that is not made or provided for in this Agreement by seeking other during the period following the Executive’s termination of employment or otherwise. because the Executive shall (or, if applicable, his estate) has not be eligible to participate in any other severance pay program or policy of executed the Company, except for the payments release described in this Agreement. subparagraph 6(f) shall be paid to the Executive in a single lump sum (or shall be provided to the Executive) on the first payroll date following the 60th day after such termination of employment; provided that the Executive (or, if applicable, his estate) executes and does not revoke the release in accordance with the requirements of subparagraph 6(f).
(f) Notwithstanding anything herein to the contrary, the Company Executive (or, if applicable, his estate) shall not be obligated entitled to make receive any payment payment, reimbursement or provide any benefit under paragraph 2(bthe last sentence of subparagraph 6(a) or subparagraph 6(b), 6(c) or 6(d) hereof unless (i) prior to the 60th day following such termination of employment, the Executive (or, if applicable, his estate) executes a standard release of all current or future claims, known or unknown, arising on or before the date of the release release, against AGNC, the Company and each of its their subsidiaries and their directors, managers, officers, employees and affiliates affiliates, in a reasonable standard form of release provided by the Board and customary form approved agreed to by Crysteel the Executive (which release shall not impose any further obligations, covenants or duties on the Executive), and (ii) Executive does not revoke such release during any applicable revocation period. The Company will provide Executive with period has expired prior to the form 60th day following such termination of release no later than seven (7) days following termination. If employment without the Executive does not execute the release or (or, if the Executive revokes the applicable, his estate) revoking such release, in each case, within the required period as specified within the release, then the payments under paragraph 2(b) shall be discontinued.
Appears in 1 contract
Post-Employment Payments. (a) At the end of the Executive’s employment with the Company for any reason, the Executive shall cease to have any rights to salary, equity awards, expense reimbursements or other benefits, except that (to the extent applicable) the Executive shall be entitled to (i) any base salary Base Salary which has accrued been earned but is unpaid, with respect to the fiscal year of the termination, a pro rata portion of any performance bonus which has accrued for such fiscal year (unpaid as of the end of the Employment Period, which shall be paid by the Company to the Executive on the first payroll date following the Executive’s termination of terminationemployment, (ii) any annual cash bonus that has been earned for a prior calendar year pursuant to subparagraph 4(b) but is unpaid, which shall be paid by the Company to the Executive by March 15 of the calendar year in which the Executive’s termination of employment occurs (but only if the termination is not a Termination For Cause or a Voluntary Termination), (iii) any reimbursable expenses which have been incurred but are unpaid, and any unexpired vacation days which have accrued under Crysteel’s vacation policy but are unused, unpaid as of the termination date end of the Executive’s employment Employment Period, which shall be paid by the Company to the Executive in accordance with the Company’s applicable reimbursement policies, (iiiv) any rights under profits interest grants and other equity incentive grants or plan benefits which by their terms extend beyond termination of the Executive’s employment (but only to the extent provided in any profits interest grants and other equity incentive grants theretofore granted to Executive or any other benefit plan in which the Executive has participated as an employee of the CompanyCompany and excluding, except as hereinafter provided in subparagraph 6(b), 6(c) or 6(d), any severance pay program or policy of AGNC, the Company or any of their subsidiaries) and (iiiv) any benefits to which the Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amendedamended (“COBRA”). In addition, and subject to subparagraph 6(f), the Executive shall be entitled to the additional amounts described in subparagraph 6(b), 6(c) or 6(d), in the circumstances described in such subparagraphs. Moreover, subject to subparagraph 6(f), unless otherwise expressly agreed to by the parties, if the Executive’s employment is terminated by the Company following the end of the Employment Period (ivfor any reason other than a reason that would have constituted a Termination For Cause had such termination of employment occurred during the Employment Period), then the Executive shall be entitled to the severance provided under any severance policy or arrangement of AGNC, the Company or their affiliates that is applicable to the Executive at the time of such termination but shall be no less than six (6) any payments contemplated by paragraph 2(bmonths of targeted cash compensation (salary plus targeted cash bonus).
(b) If the Company terminates Executive’s employment with the Company without Employment Period ends early pursuant to subparagraph 5(b) on account of a Termination Without Cause or Executive voluntarily terminates his employment with the Company with a Termination For Good Reason at any time during (except in circumstances in which subparagraph 6(c) would apply, the Entitlement Period, Crysteel Executive shall be entitled to receive the following:
(i) pay The greater of any amounts under applicable severance policy or arrangement of AGNC, the Company or their affiliates applicable to the Executive his base salary in effect at the time of such termination or an amount equal to the product of (A) 1.0, multiplied by (B) the sum of (x) the Executive’s Base Salary at the time of such termination of employment, plus (y) the Target Annual Bonus Amount for a the calendar year in which such termination of employment occurs, which shall be paid by the Company to the Executive in equal installments over the 12-month period of twelve (12) months following such termination of employment in accordance with the Company’s normal payroll practices and (such greater amount being the “Severance Amount”);
(ii) provide an amount equal to the product of (A) the annual cash bonus the Executive with would have been entitled to receive pursuant to subparagraph 4(b) if he had remained employed through December 31 of the opportunity calendar year in which such termination of employment occurs (as determined by the Compensation Committee but assuming that the Executive achieved all qualitative and subjective metrics of the Annual Performance Goals at their target level), multiplied by (B) a fraction (x) the numerator of which is the number of days that the Executive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365 (the “Assumed Pro Rata Bonus”), which shall be paid by the Company to continue the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(iii) (A) if the Executive (or any of his eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to participate COBRA, reimbursement for the Executive’s (and any such eligible dependent’s) COBRA premium payments (provided such reimbursement does not result in Crysteelany taxes or penalties for the Company) until the earlier of (x) the Executive’s health and dental plans eligibility for a period of twelve any such coverage under another employer’s or any other medical plan or (12y) months the date that is 12months following such termination of employment (such period, the “COBRA Period”), with each such COBRA reimbursement being made by the Company to the Executive within 30 days following the payment of any such COBRA premiums by the Executive (and any such eligible dependent) (the “COBRA Reimbursements”); or (B) if the Executive (or any of his eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to COBRA but the COBRA Reimbursements would result in taxes or penalties for the Company, monthly cash payments, with each such monthly cash payment being equal to the Executive’s (and any such eligible dependent’s) monthly COBRA premium payments during the COBRA Period, which shall be paid by the Company to the Executive on the same basis first payroll date of each month following the month with respect to which the Executive’s (and any such eligible dependent’s) monthly COBRA premiums were paid during the COBRA Period (the “Substitute Payments”); and
(iv) acceleration of any outstanding unvested awards under the Equity Plan, subject to and in accordance with the same costs as are applicable from time award agreement(s) to time to other officers of Crysteel. Executive agrees that be entered into between AGNC and the period of coverage under such plan pursuant to this paragraph shall count against such plan’s obligation to provide continuation coverage pursuant to COBRAExecutive.
(c) It If the Employment Period ends early pursuant to subparagraph 5(b) on account of a Termination Without Cause or a Termination For Good Reason, and such termination of employment occurs within [24] months after a Change of Control, the Executive shall be entitled to receive the following:
(i) the Severance Amount (as defined in subparagraph 6(b)(i) above), which shall be paid by the Company to the Executive in a lump sum on the first payroll date following the 60th day after such termination of employment;
(ii) an amount equal to the product of (A) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs, multiplied by (B) a fraction (x) the numerator of which is expressly understood the number of days that the CompanyExecutive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365, which shall be paid by the Company to the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(iii) the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable;
(iv) acceleration of any outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; and
(d) If the Employment Period ends early at any time pursuant to subparagraph 5(b) on account of the Executive’s payment obligations under paragraph 2(b) shall cease death or Disability, the Executive (or in the event of the Executive’s death, his estate or eligible dependents, as applicable) shall be entitled to receive the following:
(i) the Assumed Pro Rata Bonus, which shall be paid by the Company to the Executive breaches any (or to his estate) in a single lump sum by March 15 of his obligations under this Agreement. Executive the calendar year following the calendar year in which such termination of employment occurs;
(ii) the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable (provided that in the event of the Executive’s death, the COBRA Reimbursements or the Substitute Payments, as applicable, shall not be required paid to mitigate the amount Executive’s eligible dependents);
(iii) acceleration of any payment outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; and
(e) Any payment, reimbursement or benefit under the last sentence of subparagraph 6(a) or subparagraph 6(b), 6(c) or 6(d) that is not made or provided for in this Agreement by seeking other during the period following the Executive’s termination of employment or otherwise. because the Executive shall (or, if applicable, his estate) has not be eligible to participate in any other severance pay program or policy of executed the Company, except for the payments release described in this Agreement. subparagraph 6(f) shall be paid to the Executive in a single lump sum (or shall be provided to the Executive) on the first payroll date following the 60th day after such termination of employment; provided that the Executive (or, if applicable, his estate) executes and does not revoke the release in accordance with the requirements of subparagraph 6(f).
(f) Notwithstanding anything herein to the contrary, the Company Executive (or, if applicable, his estate) shall not be obligated entitled to make receive any payment payment, reimbursement or provide any benefit under paragraph 2(bthe last sentence of subparagraph 6(a) or subparagraph 6(b), 6(c) or 6(d) hereof unless (i) prior to the 60th day following such termination of employment, the Executive (or, if applicable, his estate) executes a standard release of all current or future claims, known or unknown, arising on or before the date of the release release, against AGNC, the Company and each of its their subsidiaries and their directors, managers, officers, employees and affiliates affiliates, in a reasonable standard form of release provided by the Board and customary form approved agreed to by Crysteel the Executive (which release shall not impose any further obligations, covenants or duties on the Executive), and (ii) Executive does not revoke such release during any applicable revocation period. The Company will provide Executive with period has expired prior to the form 60th day following such termination of release no later than seven (7) days following termination. If employment without the Executive does not execute the release or (or, if the Executive revokes the applicable, his estate) revoking such release, in each case, within the required period as specified within the release, then the payments under paragraph 2(b) shall be discontinued.
Appears in 1 contract
Post-Employment Payments. (a) At the end of the Executive’s employment with the Company for any reason, the Executive shall cease to have any rights to salary, equity awards, expense reimbursements or other benefits, except that (to the extent applicable) the Executive shall be entitled to (i) any base salary Base Salary which has accrued been earned but is unpaid, with respect to the fiscal year of the termination, a pro rata portion of any performance bonus which has accrued for such fiscal year (unpaid as of the end of the Employment Period, which shall be paid by the Company to the Executive on the first payroll date following the Executive’s termination of terminationemployment, (ii) any annual cash bonus that has been earned for a prior calendar year pursuant to subparagraph 4(b) but is unpaid, which shall be paid by the Company to the Executive by March 15 of the calendar year in which the Executive’s termination of employment occurs (but only if the termination is not a Termination For Cause or a Voluntary Termination), (iii) any reimbursable expenses which have been incurred but are unpaid, and any unexpired vacation days which have accrued under Crysteel’s vacation policy but are unused, unpaid as of the termination date end of the Executive’s employment Employment Period, which shall be paid by the Company to the Executive in accordance with the Company’s applicable reimbursement policies, (iiiv) any rights under profits interest grants and other equity incentive grants or plan benefits which by their terms extend beyond termination of the Executive’s employment (but only to the extent provided in any profits interest grants and other equity incentive grants theretofore granted to Executive or any other benefit plan in which the Executive has participated as an employee of the CompanyCompany and excluding, except as hereinafter provided in subparagraph 6(b), 6(c) or 6(d), any severance pay program or policy of AGNC, the Company or any of their subsidiaries) and (iiiv) any benefits to which the Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amendedamended (“COBRA”). In addition, and (ivsubject to subparagraph 6(f), the Executive shall be entitled to the additional amounts described in subparagraph 6(b), 6(c) any payments contemplated or 6(d), in the circumstances described in such subparagraphs. Moreover, subject to subparagraph 6(f), unless otherwise expressly agreed to by paragraph 2(b).
(b) If the Company terminates parties, if the Executive’s employment with is terminated by the Company without Board following the end of the Employment Period (for any reason other than a reason that would have constituted a Termination For Cause or Executive voluntarily terminates his had such termination of employment with the Company with Good Reason at any time occurred during the Entitlement Employment Period), Crysteel then the Executive shall be entitled to the greater of (iA) pay Executive his payment of a monthly amount equal to the sum of (x) one-twelfth (1/12th) of the Executive’s then-current annual base salary in effect at salary, plus (y) one-twelfth (1/12th) of the time of such termination Executive’s then-current target annual cash bonus, for a period of twelve (12) months time following such termination of employment equal to one (1) month for each year of the Executive’s service with the Company (which, for the avoidance of doubt, commenced on May 23, 2011) (not to exceed eighteen (18) months), which shall be paid by the Company to the Executive in equal installments over such period in accordance with the Company’s normal payroll practices practices, or (B) the severance provided under any severance policy or arrangement of AGNC, the Company or their affiliates that is applicable to the Executive at the time of such termination.
(b) If the Employment Period ends early pursuant to subparagraph 5(b) on account of a Termination Without Cause or a Termination For Good Reason, and such termination of employment does not occur during the Change of Control Protection Period, the Executive shall be entitled to receive the following:
(i) an amount equal to the product of (A) 1.5, multiplied by (B) the sum of (x) the Executive’s Base Salary at the time of such termination of employment, plus (y) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs (the “Severance Amount”), which shall be paid by the Company to the Executive in equal installments over the 18-month period following such termination of employment in accordance with the Company’s normal payroll practices;
(ii) provide an amount equal to the product of (A) the annual cash bonus the Executive with would have been entitled to receive pursuant to subparagraph 4(b) if he had remained employed through December 31 of the opportunity calendar year in which such termination of employment occurs (as determined by the Compensation Committee but assuming that the Executive achieved all qualitative and subjective metrics of the Annual Performance Goals at their target level), multiplied by (B) a fraction (x) the numerator of which is the number of days that the Executive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365 (the “Assumed Pro Rata Bonus”), which shall be paid by the Company to continue the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(iii) (A) if the Executive (or any of his eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to participate COBRA, reimbursement for the Executive’s (and any such eligible dependent’s) COBRA premium payments (provided such reimbursement does not result in Crysteelany taxes or penalties for the Company) until the earlier of (x) the Executive’s health and dental plans eligibility for a period of twelve any such coverage under another employer’s or any other medical plan or (12y) the date that is 18 months following such termination of employment (such period, the “COBRA Period”), with each such COBRA reimbursement being made by the Company to the Executive within 30 days following the payment of any such COBRA premiums by the Executive (and any such eligible dependent) (the “COBRA Reimbursements”); or (B) if the Executive (or any of his eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to COBRA but the COBRA Reimbursements would result in taxes or penalties for the Company, monthly cash payments, with each such monthly cash payment being equal to the Executive’s (and any such eligible dependent’s) monthly COBRA premium payments during the COBRA Period, which shall be paid by the Company to the Executive on the same basis first payroll date of each month following the month with respect to which the Executive’s (and any such eligible dependent’s) monthly COBRA premiums were paid during the COBRA Period (the “Substitute Payments”);
(iv) acceleration of any outstanding unvested awards under the Equity Plan, subject to and in accordance with the same costs as are applicable from time award agreement(s) to time be entered into between AGNC and the Executive; and
(v) if such termination of employment occurs on or prior to other officers December 31, 2018, a lump sum cash payment in an amount equal to the product of Crysteel. Executive agrees (A) $1,800,000, multiplied by (B) a fraction (x) the numerator of which is the number of days that the period Executive remained employed during the calendar year in which such termination of coverage under employment occurs and (y) the denominator of which is 365 (the “Pro Rata LTIA Payment”), which shall be paid by the Company to the Executive in a single lump sum on the first payroll date following the 60th day after such plan pursuant to this paragraph shall count against such plan’s obligation to provide continuation coverage pursuant to COBRAtermination of employment.
(c) It If the Employment Period ends early pursuant to subparagraph 5(b) on account of a Termination Without Cause or a Termination For Good Reason, and such termination of employment occurs during the Change of Control Protection Period, the Executive shall be entitled to receive the following:
(i) the Severance Amount (as defined in subparagraph 6(b)(i)), which shall be paid by the Company to the Executive in a lump sum on the first payroll date following the 60th day after such termination of employment;
(ii) an amount equal to the product of (A) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs, multiplied by (B) a fraction (x) the numerator of which is expressly understood the number of days that the CompanyExecutive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365, which shall be paid by the Company to the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(iii) the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable;
(iv) acceleration of any outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; and
(v) if such termination of employment occurs on or prior to December 31, 2018, the Pro Rata LTIA Payment (as defined in subparagraph 6(b)(v)), which shall be paid by the Company to the Executive in a single lump sum on the first payroll date following the 60th day after such termination of employment.
(d) If the Employment Period ends early at any time pursuant to subparagraph 5(b) on account of the Executive’s payment obligations under paragraph 2(b) shall cease death or Disability, the Executive (or in the event of the Executive’s death, his estate or eligible dependents, as applicable) shall be entitled to receive the following:
(i) the Assumed Pro Rata Bonus, which shall be paid by the Company to the Executive breaches any (or to his estate) in a single lump sum by March 15 of his obligations under this Agreement. Executive the calendar year following the calendar year in which such termination of employment occurs;
(ii) the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable (provided that in the event of the Executive’s death, the COBRA Reimbursements or the Substitute Payments, as applicable, shall not be required paid to mitigate the amount Executive’s eligible dependents);
(iii) acceleration of any payment outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; and
(iv) if such termination of employment occurs on or prior to December 31, 2018, the Pro Rata LTIA Payment (as defined in subparagraph 6(b)(v)), which shall be paid by the Company to the Executive (or to his estate) in a single lump sum on the first payroll date following the 60th day after such termination of employment.
(e) Any payment, reimbursement or benefit under the last sentence of subparagraph 6(a) or subparagraph 6(b), 6(c) or 6(d) that is not made or provided for in this Agreement by seeking other during the period following the Executive’s termination of employment or otherwise. because the Executive shall (or, if applicable, his estate) has not be eligible to participate in any other severance pay program or policy of executed the Company, except for the payments release described in this Agreement. subparagraph 6(f) shall be paid to the Executive in a single lump sum (or shall be provided to the Executive) on the first payroll date following the 60th day after such termination of employment; provided that the Executive (or, if applicable, his estate) executes and does not revoke the release in accordance with the requirements of subparagraph 6(f).
(f) Notwithstanding anything herein to the contrary, the Company Executive (or, if applicable, his estate) shall not be obligated entitled to make receive any payment payment, reimbursement or provide any benefit under paragraph 2(bthe last sentence of subparagraph 6(a) or subparagraph 6(b), 6(c) or 6(d) hereof unless (i) prior to the 60th day following such termination of employment, the Executive (or, if applicable, his estate) executes a standard release of all current or future claims, known or unknown, arising on or before the date of the release release, against AGNC, the Company and each of its their subsidiaries and their directors, managers, officers, employees and affiliates affiliates, in a reasonable standard form of release provided by the Board and customary form approved agreed to by Crysteel the Executive (which release shall not impose any further obligations, covenants or duties on the Executive), and (ii) Executive does not revoke such release during any applicable revocation period. The Company will provide Executive with period has expired prior to the form 60th day following such termination of release no later than seven (7) days following termination. If employment without the Executive does not execute the release or (or, if the Executive revokes the applicable, his estate) revoking such release, in each case, within the required period as specified within the release, then the payments under paragraph 2(b) shall be discontinued.
Appears in 1 contract
Post-Employment Payments. (a) At the end of Executive’s employment with the Company for any reason, Executive shall cease to have any rights to salary, equity awards, expense reimbursements or other benefits, except that Executive shall be entitled to (i) any base salary Base Salary which has accrued but is unpaid, with respect to the fiscal any annual bonus set forth in subparagraph 4(b) above that has been earned for a prior calendar year of the termination, a pro rata portion of any performance bonus which has accrued for such fiscal year (as of the date of termination) but is unpaid, which shall be paid as provided in subparagraph 4(b), any reimbursable expenses which have been incurred but are unpaid, and any unexpired vacation paid time off days which have accrued under Crysteelthe Company’s vacation paid time off policy but are unused, as of the termination date end of the Executive’s employment with the CompanyEmployment Period, (ii) any option rights under profits interest grants and other equity incentive grants or plan benefits which by their terms extend beyond termination of Executive’s employment (but only to the extent provided in any profits interest grants and other equity incentive grants option theretofore granted to Executive or any other benefit plan in which Executive has participated as an employee of the CompanyCompany and excluding, except as hereinafter provided in subparagraph 6(b), any severance pay program or policy of the Company) and (iii) any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended. In addition, and (iv) any payments contemplated by paragraph 2(bExecutive shall be entitled to the additional amounts described in subparagraph 6(b), in the circumstances described in such subparagraph.
(b) If the Company terminates Executive’s employment with the Company without Cause or Executive voluntarily terminates his employment with the Company with Good Reason at any time during the Entitlement Period, Crysteel shall Employment Period ends early pursuant to paragraph 5 (i) on account of a Qualifying Termination, the Company shall continue to pay Executive his base salary in effect Base Salary at the time of such termination for a period of twelve (12) months following such termination in accordance with the Company’s normal payroll practices and practices, or (ii) provide on account of a Special Termination, the Company shall pay Executive an amount equal to the product of (A) the Base Salary at the time of such termination, multiplied by (B) 1.5, which amount shall be paid to Executive in equal installments over the 12-month period following Executive’s Special Termination, in accordance with the opportunity to continue to participate in CrysteelCompany’s health and dental plans for a period of twelve (12) months following such termination on the same basis and with the same costs as are applicable from time to time to other officers of Crysteelnormal payroll practices. Executive agrees that the period of coverage under such plan pursuant to this paragraph shall count against such plan’s obligation to provide continuation coverage pursuant to COBRA.
(c) It is expressly understood that the Company’s payment obligations under paragraph 2(bthis subparagraph 6(b) shall cease in the event Executive breaches any of his obligations the agreements in paragraph 7 hereof. Each payment under this Agreementsubparagraph 6(b) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A of the Internal Revenue Code of 1986, as amended. Any payment under this subparagraph 6(b) that is not made during the period following Executive’s Qualifying Termination or Special Termination, as applicable, because Executive has not executed the release described in subparagraph 6(d), shall be paid to Executive in a single lump sum on the first payroll date following the last day of any applicable revocation period after Executive executes the release; provided that Executive executes and does not revoke the release in accordance with the requirements of subparagraph 6(d).
(c) Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise. Executive shall not be eligible to participate in any other severance pay program or policy of the Company, except for the payments described in this Agreement. Notwithstanding anything herein to the contrary, the Company shall not be obligated to make any payment or provide any benefit under paragraph 2(b) hereof unless (i) Executive executes a release of all current or future claims, known or unknown, arising on or before the date of the release against the Company and each of its directors, officers, employees and affiliates in a reasonable and customary form approved by Crysteel and (ii) Executive does not revoke such release during any applicable revocation period. The Company will provide Executive with the form of release no later than seven (7) days following termination. If the Executive does not execute the release or if the Executive revokes the release, in each case, within the required period as specified within the release, then the payments under paragraph 2(b) shall be discontinuedemployment.
Appears in 1 contract
Post-Employment Payments. (a) At the end of the Executive’s employment with the Company for any reason, the Executive shall cease to have any rights to salary, equity awards, expense reimbursements or other benefits, except that (to the extent applicable) the Executive shall be entitled to (i) any base salary Base Salary which has accrued been earned but is unpaid, with respect to the fiscal year of the termination, a pro rata portion of any performance bonus which has accrued for such fiscal year (unpaid as of the end of the Employment Period, which shall be paid by the Company to the Executive on the first payroll date following the Executive’s termination of terminationemployment, (ii) any annual cash bonus that has been earned for a prior calendar year pursuant to subparagraph 4(b) but is unpaid, which shall be paid by the Company to the Executive by March 15 of the calendar year in which the Executive’s termination of employment occurs (but only if the termination is not a Termination For Cause), (iii) any reimbursable expenses which have been incurred but are unpaid, and any unexpired vacation days which have accrued under Crysteel’s vacation policy but are unused, unpaid as of the termination date end of the Executive’s employment Employment Period, which shall be paid by the Company to the Executive in accordance with the Company’s applicable reimbursement policies, (iiiv) any rights under profits interest grants and other equity incentive grants or plan benefits which by their terms extend beyond termination of the Executive’s employment (but only to the extent provided in any profits interest grants and other equity incentive grants theretofore granted to Executive or any other benefit plan in which the Executive has participated as an employee of the CompanyCompany and excluding, except as hereinafter provided in subparagraph 6(b) or 6(c), any severance pay program or policy of AGNC, the Company or any of their subsidiaries) and (iiiv) any benefits to which the Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amendedamended (“COBRA”). In addition, and (ivsubject to subparagraph 6(e), the Executive shall be entitled to the additional amounts described in subparagraph 6(b) any payments contemplated by paragraph 2(bor 6(c), in the circumstances described in such subparagraphs.
(b) If the Company terminates Executive’s employment with Employment Period ends pursuant to subparagraph 5(b) on account of a Termination Without Cause, a Termination For Good Reason, or a Voluntary Termination, the Company without Cause or Executive voluntarily terminates his employment with shall be entitled to receive the Company with Good Reason at any time during the Entitlement Period, Crysteel shall following amounts:
(i) pay an amount equal to the product of (A) the annual cash bonus the Executive his base salary would have been entitled to receive pursuant to subparagraph 4(b) if he had remained employed through December 31 of the calendar year in effect at the time of which such termination for of employment occurs (as determined by the Compensation Committee but assuming that the Executive achieved all qualitative and subjective metrics of the Annual Performance Goals at their target level), multiplied by (B) a period fraction (x) the numerator of twelve (12) months following which is the number of days that the Executive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365 (the “Assumed Pro Rata Bonus”), which shall be paid by the Company to the Executive in accordance with a single lump sum by March 15 of the Company’s normal payroll practices and calendar year following the calendar year in which such termination of employment occurs; and
(ii) provide Executive with the opportunity to continue to participate same treatment of any outstanding unvested awards under the Equity Plan as set forth in Crysteel’s health and dental plans for a period subparagraph 4(c)(ii) of twelve (12) months following this Agreement as though such termination on the same basis and with the same costs were a Voluntary Termination as are applicable from time to time to other officers of Crysteel. Executive agrees that the period of coverage under such plan pursuant to this paragraph shall count against such plan’s obligation to provide continuation coverage pursuant to COBRAdescribed therein.
(c) It is expressly understood that If the CompanyEmployment Period ends pursuant to subparagraph 5(b) on account of the Executive’s payment obligations under paragraph 2(b) shall cease death or Disability, the Executive (or in the event of the Executive’s death, his estate or eligible dependents, as applicable) shall be entitled to receive the following:
(i) the Assumed Pro Rata Bonus, which shall be paid by the Company to the Executive breaches any (or to his estate) in a single lump sum by March 15 of his obligations under this Agreement. Executive shall not be required to mitigate the amount calendar year following the calendar year in which such termination of employment occurs; and
(ii) acceleration of any payment outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(d) Any payment, reimbursement or benefit under subparagraph 6(b) or 6(c) that is not made or provided for in this Agreement by seeking other during the period following the Executive’s termination of employment or otherwise. because the Executive shall (or, if applicable, his estate) has not be eligible to participate in any other severance pay program or policy of executed the Company, except for the payments release described in this Agreement. subparagraph 6(e) shall be paid to the Executive in a single lump sum (or shall be provided to the Executive) on the first payroll date following the 60th day after such termination of employment; provided that the Executive (or, if applicable, his estate) executes and does not revoke the release in accordance with the requirements of subparagraph 6(e).
(e) Notwithstanding anything herein to the contrary, the Company Executive (or, if applicable, his estate) shall not be obligated entitled to make receive any payment payment, reimbursement or provide any benefit under paragraph 2(bsubparagraph 6(b) or 6(c) hereof unless (i) prior to the 60th day following such termination of employment, the Executive (or, if applicable, his estate) executes a standard release of all current or future claims, known or unknown, arising on or before the date of the release release, against AGNC, the Company and each of its their subsidiaries and their directors, managers, officers, employees and affiliates affiliates, in a reasonable standard form of release provided by the Board and customary form approved agreed to by Crysteel the Executive (which release shall not impose any further obligations, covenants or duties on the Executive), and (ii) Executive does not revoke such release during any applicable revocation period. The Company will provide Executive with period has expired prior to the form 60th day following such termination of release no later than seven (7) days following termination. If employment without the Executive does not execute the release or (or, if the Executive revokes the applicable, his estate) revoking such release, in each case, within the required period as specified within the release, then the payments under paragraph 2(b) shall be discontinued.
Appears in 1 contract
Post-Employment Payments. (a) At the end of the Executive’s employment with the Company for any reason, the Executive shall cease to have any rights to salary, equity awards, expense reimbursements or other benefits, except that (to the extent applicable) the Executive shall be entitled to (i) any base salary Base Salary which has accrued been earned but is unpaid, with respect to the fiscal year of the termination, a pro rata portion of any performance bonus which has accrued for such fiscal year (unpaid as of the end of the Employment Period, which shall be paid by the Company to the Executive on the first payroll date following the Executive’s termination of terminationemployment, (ii) any annual cash bonus that has been earned for a prior calendar year pursuant to subparagraph 4(b) but is unpaid, which shall be paid by the Company to the Executive by March 15 of the calendar year in which the Executive’s termination of employment occurs (but only if the termination is not a Termination For Cause), (iii) any reimbursable expenses which have been incurred but are unpaid, and any unexpired vacation days which have accrued under Crysteel’s vacation policy but are unused, unpaid as of the termination date end of the Executive’s employment Employment Period, which shall be paid by the Company to the Executive in accordance with the Company’s applicable reimbursement policies, (iiiv) any rights under profits interest grants and other equity incentive grants or plan benefits which by their terms extend beyond termination of the Executive’s employment (but only to the extent provided in any profits interest grants and other equity incentive grants theretofore granted to Executive or any other benefit plan in which the Executive has participated as an employee of the CompanyCompany and excluding, except as hereinafter provided in subparagraph 6(b), 6(c), 6(d) or 6(e), any severance pay program or policy of AGNC, the Company or any of their subsidiaries) and (iiiv) any benefits to which the Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amendedamended (“COBRA”). In addition, and (ivsubject to subparagraph 6(g), the Executive shall be entitled to the additional amounts described in subparagraph 6(b), 6(c), 6(d) any payments contemplated by paragraph 2(bor 6(e), in the circumstances described in such subparagraphs.
(b) If the Company terminates Executive’s employment with Employment Period ends during the Company without Initial Term pursuant to subparagraph 5(b) on account of a Termination Without Cause or Executive voluntarily terminates his a Termination For Good Reason, and such termination of employment with the Company with Good Reason at any time does not occur during the Entitlement Change of Control Protection Period, Crysteel the Executive shall be entitled to receive the following amounts:
(i) pay Executive his base salary in effect an amount equal to the product of (A) 1.5, multiplied by (B) the sum of (x) the Executive’s Base Salary at the time of such termination of employment, plus (y) the Target Annual Bonus Amount for a the calendar year in which such termination of employment occurs; provided, however, that such amount shall be reduced by 1/18 for each month of the Initial Term that passes and during which the Executive remains employed with the Company (such amount, including the effect of the 1/18 reduction described in this subparagraph 6(b)(i), the “Severance Amount”), which shall be paid by the Company to the Executive in equal installments during the period of twelve (12) months time following such termination of employment until the expiration of the Initial Term (such period of time, the “Severance Period”) in accordance with the Company’s normal payroll practices and practices. For the avoidance of doubt, the Executive shall not be entitled to any Severance Amount set forth in this subparagraph 6(b)(i) for any termination of employment that occurs after the expiration of the Initial Term.
(ii) provide an amount equal to the product of (A) the annual cash bonus the Executive with would have been entitled to receive pursuant to subparagraph 4(b) if he had remained employed through December 31 of the opportunity to continue to participate calendar year in Crysteel’s health and dental plans for a period of twelve (12) months following which such termination on of employment occurs (as determined by the same basis and with the same costs as are applicable from time to time to other officers of Crysteel. Executive agrees Compensation Committee but assuming that the period Executive achieved all qualitative and subjective metrics of the Annual Performance Goals at their target level), multiplied by (B) a fraction (x) the numerator of which is the number of days that the Executive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365 (the “Assumed Pro Rata Bonus”), which shall be paid by the Company to the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(iii) (A) if the Executive (or any of his eligible dependents) elects continuation coverage under such plan pursuant to this paragraph shall count against such planthe Company’s obligation to provide continuation coverage medical, dental and/or vision plans pursuant to COBRA, reimbursement for the Executive’s (and any such eligible dependent’s) COBRA premium payments (provided such reimbursement does not result in any taxes or penalties for the Company) until the earlier of (x) the Executive’s eligibility for any such coverage under another employer’s or any other medical plan or (y) the end of the Severance Period (such period, the “COBRA Period”), with each such COBRA reimbursement being made by the Company to the Executive within thirty (30) days following the payment of any such COBRA premiums by the Executive (and any such eligible dependent) (the “COBRA Reimbursements”); or (B) if the Executive (or any of his eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to COBRA but the COBRA Reimbursements would result in taxes or penalties for the Company, monthly cash payments, with each such monthly cash payment being equal to the Executive’s (and any such eligible dependent’s) monthly COBRA premium payments during the COBRA Period, which shall be paid by the Company to the Executive on the first payroll date of each month following the month with respect to which the Executive’s (and any such eligible dependent’s) monthly COBRA premiums were paid during the COBRA Period (the “Substitute Payments”); and
(iv) acceleration of any outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(c) It If the Employment Period ends during the Initial Term pursuant to subparagraph 5(b) on account of a Termination Without Cause or a Termination For Good Reason, and such termination of employment occurs during the Change of Control Protection Period, the Executive shall be entitled to receive the following amounts:
(i) the Severance Amount (as defined in subparagraph 6(b)(i) above), which shall be paid by the Company to the Executive in a lump sum on the first payroll date following the 60th day after such termination of employment;
(ii) an amount equal to the product of (A) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs, multiplied by (B) a fraction (x) the numerator of which is expressly understood the number of days that the CompanyExecutive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365, which shall be paid by the Company to the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(iii) the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable; and
(iv) acceleration of any outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(d) If the Employment Period ends after the expiration of the Initial Term pursuant to subparagraph 5(b) on account of a Termination Without Cause, a Termination For Good Reason, or a Voluntary Termination, the Executive shall be entitled to receive the following amounts:
(i) the Assumed Pro Rata Bonus, which shall be paid by the Company to the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs; and
(ii) the same treatment of any outstanding unvested awards under the Equity Plan as set forth in subparagraph 4(c)(ii)(C) of this Agreement as though such termination were a Voluntary Termination as described therein.
(e) If the Employment Period ends pursuant to subparagraph 5(b) on account of the Executive’s payment obligations under paragraph 2(b) shall cease death or Disability, the Executive (or in the event of the Executive’s death, his estate or eligible dependents, as applicable) shall be entitled to receive the following:
(i) the Assumed Pro Rata Bonus, which shall be paid by the Company to the Executive breaches any (or to his estate) in a single lump sum by March 15 of his obligations under this Agreement. Executive the calendar year following the calendar year in which such termination of employment occurs;
(ii) if such termination of employment due to the Executive’s death or Disability occurs during the Initial Term, the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable (provided that in the event of the Executive’s death, the COBRA Reimbursements or the Substitute Payments, as applicable, shall not be required paid to mitigate the amount Executive’s eligible dependents); and
(iii) acceleration of any payment outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(f) Any payment, reimbursement or benefit under subparagraph 6(b), 6(c), 6(d) or 6(e) that is not made or provided for in this Agreement by seeking other during the period following the Executive’s termination of employment or otherwise. because the Executive shall (or, if applicable, his estate) has not be eligible to participate in any other severance pay program or policy of executed the Company, except for the payments release described in this Agreement. subparagraph 6(g) shall be paid to the Executive in a single lump sum (or shall be provided to the Executive) on the first payroll date following the 60th day after such termination of employment; provided that the Executive (or, if applicable, his estate) executes and does not revoke the release in accordance with the requirements of subparagraph 6(g).
(g) Notwithstanding anything herein to the contrary, the Company Executive (or, if applicable, his estate) shall not be obligated entitled to make receive any payment payment, reimbursement or provide any benefit under paragraph 2(bsubparagraph 6(b), 6(c), 6(d) or 6(e) hereof unless (i) prior to the 60th day following such termination of employment, the Executive (or, if applicable, his estate) executes a standard release of all current or future claims, known or unknown, arising on or before the date of the release release, against AGNC, the Company and each of its their subsidiaries and their directors, managers, officers, employees and affiliates affiliates, in a reasonable standard form of release provided by the Board and customary form approved agreed to by Crysteel the Executive (which release shall not impose any further obligations, covenants or duties on the Executive), and (ii) Executive does not revoke such release during any applicable revocation period. The Company will provide Executive with period has expired prior to the form 60th day following such termination of release no later than seven (7) days following termination. If employment without the Executive does not execute the release or (or, if the Executive revokes the applicable, his estate) revoking such release, in each case, within the required period as specified within the release, then the payments under paragraph 2(b) shall be discontinued.
Appears in 1 contract
Post-Employment Payments. The Company shall pay to the Employee the respective amounts provided below upon expiration of the Employment Term.
(a) At If the end of Executive’s Employee's employment with is terminated pursuant to Section 8(b) or (e)hereof, then the Company for any reason, Executive shall cease pay the Employee his Base Salary compensation through the Employment Termination Date and the Company shall have no further obligations to have any rights to salary, equity awards, expense reimbursements or other benefitsthe Employee, except that Executive shall be entitled to (i) any base salary which has accrued but is unpaid, with respect to the fiscal year of the termination, a pro rata portion of any performance bonus which has accrued for such fiscal year (as of the date of termination) but is unpaid, any reimbursable expenses which have been incurred but are unpaid, his vested and any unexpired vacation days which have accrued under Crysteel’s vacation policy but are unused, as of the termination date of the Executive’s employment with the Company, (ii) any rights under profits interest grants exercisable options and other equity incentive grants or plan benefits which by their terms extend beyond termination of Executive’s employment (but only to the extent provided in any profits interest grants and other equity incentive grants theretofore granted to Executive or any other benefit plan in which Executive has participated as an employee of the Company), (iii) any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, and (iv) any payments contemplated by paragraph 2(b)ERISA benefits.
(b) If the Company terminates Executive’s Employee's employment with is terminated pursuant to Section 8(a) or (c) hereof, then the Company without Cause or Executive voluntarily terminates shall pay to Employee his employment with Base Salary compensation through the Employment Termination Date and any deferred compensation that shall have vested pursuant to Section 9(d) hereof, the latter being payable as set forth in Section 9(d). Other than payment of such amounts, the Company shall have no further obligations to Employee, except with Good Reason at any time during the Entitlement Period, Crysteel shall (i) pay Executive respect to his base salary in effect at the time of such termination for a period of twelve (12) months following such termination in accordance with the Company’s normal payroll practices vested and (ii) provide Executive with the opportunity to continue to participate in Crysteel’s health exercisable options and dental plans for a period of twelve (12) months following such termination on the same basis and with the same costs as are applicable from time to time to other officers of Crysteel. Executive agrees that the period of coverage under such plan pursuant to this paragraph shall count against such plan’s obligation to provide continuation coverage pursuant to COBRAERISA benefits.
(c) It If the Employee is expressly understood terminated under Section 8(d), then the Company shall pay to Employee his Base Salary compensation through the Employment Termination Date, any deferred compensation amounts that the Company’s payment obligations under paragraph 2(bhave vested pursuant to Section 9(d) shall cease in the event Executive breaches any hereof (payable as set forth therein), and two (2) years of his obligations under this Agreement. Executive shall not be required to mitigate Base Salary or the aggregate Base Salary that would have been payable between the Employment Termination Date and October 1, 2002, whichever is less, the amount of any payment or benefit Base Salary calculated as provided for in this Agreement by seeking other employment or otherwise. Executive shall not be eligible above being hereinafter referred to participate in any other severance pay program or policy of the Company, except for the payments described in this Agreement. Notwithstanding anything herein to the contrary, the Company shall not be obligated to make any payment or provide any benefit under paragraph 2(b) hereof unless (i) Executive executes a release of all current or future claims, known or unknown, arising on or before the date of the release against the Company and each of its directors, officers, employees and affiliates in a reasonable and customary form approved by Crysteel and (ii) Executive does not revoke such release during any applicable revocation periodas Severance Pay. The Company will provide Executive with the form of release no later than seven (7) days following termination. If the Executive does not execute the release or if the Executive revokes the release, in each case, within the required period as specified within the release, then the payments under paragraph 2(b) Severance Pay shall be discontinued.be
Appears in 1 contract
Post-Employment Payments. (a) At the end of the Executive’s employment with the Company for any reason, the Executive shall cease to have any rights to salary, equity awards, expense reimbursements or other benefits, except that (to the extent applicable) the Executive shall be entitled to (i) any base salary Base Salary which has accrued been earned but is unpaid, with respect to the fiscal year of the termination, a pro rata portion of any performance bonus which has accrued for such fiscal year (unpaid as of the end of the Employment Period, which shall be paid by the Company to the Executive on the first payroll date following the Executive’s termination of terminationemployment, (ii) any annual cash bonus that has been earned for a prior calendar year pursuant to subparagraph 4(b) but is unpaid, which shall be paid by the Company to the Executive by March 15 of the calendar year in which the Executive’s termination of employment occurs (but only if the termination is not a Termination For Cause or a Voluntary Termination), (iii) any reimbursable expenses which have been incurred but are unpaid, and any unexpired vacation days which have accrued under Crysteel’s vacation policy but are unused, unpaid as of the termination date end of the Executive’s employment Employment Period, which shall be paid by the Company to the Executive in accordance with the Company’s applicable reimbursement policies, (iiiv) any rights under profits interest grants and other equity incentive grants or plan benefits which by their terms extend beyond termination of the Executive’s employment (but only to the extent provided in any profits interest grants and other equity incentive grants theretofore granted to Executive or any other benefit plan in which the Executive has participated as an employee of the CompanyCompany and excluding, except as hereinafter provided in subparagraph 6(b), 6(c) or 6(d), any severance pay program or policy of AGNC, the Company or any of their subsidiaries) and (iiiv) any benefits to which the Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amendedamended (“COBRA”). In addition, and (ivsubject to subparagraph 6(f), the Executive shall be entitled to the additional amounts described in subparagraph 6(b), 6(c) any payments contemplated or 6(d), in the circumstances described in such subparagraphs. Moreover, subject to subparagraph 6(f), unless otherwise expressly agreed to by paragraph 2(b).
(b) If the Company terminates parties, if the Executive’s employment with is terminated by the Company without Board following the end of the Employment Period (for any reason other than a reason that would have constituted a Termination For Cause or Executive voluntarily terminates his had such termination of employment with the Company with Good Reason at any time occurred during the Entitlement Employment Period), Crysteel then the Executive shall be entitled to the greater of (iA) pay Executive his payment of a monthly amount equal to the sum of (x) one-twelfth (1/12th) of the Executive’s then-current annual base salary in effect at salary, plus (y) one-twelfth (1/12th) of the time of such termination Executive’s then-current target annual cash bonus, for a period of twelve (12) months time following such termination of employment equal to one (1) month for each year of the Executive’s service with the Company (which, for the avoidance of doubt, commenced on August 9, 2010) (not to exceed eighteen (18) months), which shall be paid by the Company to the Executive in equal installments over such period in accordance with the Company’s normal payroll practices practices, or (B) the severance provided under any severance policy or arrangement of AGNC, the Company or their affiliates that is applicable to the Executive at the time of such termination.
(b) If the Employment Period ends early pursuant to subparagraph 5(b) on account of a Termination Without Cause or a Termination For Good Reason, and such termination of employment does not occur during the Change of Control Protection Period, the Executive shall be entitled to receive the following:
(i) an amount equal to the product of (A) 1.5, multiplied by (B) the sum of (x) the Executive’s Base Salary at the time of such termination of employment, plus (y) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs, which shall be paid by the Company to the Executive in equal installments over the 18-month period following such termination of employment in accordance with the Company’s normal payroll practices;
(ii) provide an amount equal to the product of (A) the annual cash bonus the Executive with would have been entitled to receive pursuant to subparagraph 4(b) if he had remained employed through December 31 of the opportunity calendar year in which such termination of employment occurs (as determined by the Compensation Committee but assuming that the Executive achieved all qualitative and subjective metrics of the Annual Performance Goals at their target level), multiplied by (B) a fraction (x) the numerator of which is the number of days that the Executive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365 (the “Assumed Pro Rata Bonus”), which shall be paid by the Company to continue the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(iii) (A) if the Executive (or any of his eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to participate COBRA, reimbursement for the Executive’s (and any such eligible dependent’s) COBRA premium payments (provided such reimbursement does not result in Crysteelany taxes or penalties for the Company) until the earlier of (x) the Executive’s health and dental plans eligibility for a period of twelve any such coverage under another employer’s or any other medical plan or (12y) the date that is 18 months following such termination of employment (such period, the “COBRA Period”), with each such COBRA reimbursement being made by the Company to the Executive within 30 days following the payment of any such COBRA premiums by the Executive (and any such eligible dependent) (the “COBRA Reimbursements”); or (B) if the Executive (or any of his eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to COBRA but the COBRA Reimbursements would result in taxes or penalties for the Company, monthly cash payments, with each such monthly cash payment being equal to the Executive’s (and any such eligible dependent’s) monthly COBRA premium payments during the COBRA Period, which shall be paid by the Company to the Executive on the same basis first payroll date of each month following the month with respect to which the Executive’s (and any such eligible dependent’s) monthly COBRA premiums were paid during the COBRA Period (the “Substitute Payments”); and
(iv) acceleration of any outstanding unvested awards under the Equity Plan, subject to and in accordance with the same costs as are applicable from time award agreement(s) to time to other officers of Crysteel. Executive agrees that be entered into between AGNC and the period of coverage under such plan pursuant to this paragraph shall count against such plan’s obligation to provide continuation coverage pursuant to COBRAExecutive.
(c) It If the Employment Period ends early pursuant to subparagraph 5(b) on account of a Termination Without Cause or a Termination For Good Reason, and such termination of employment occurs during the Change of Control Protection Period, the Executive shall be entitled to receive the following:
(i) an amount equal to the product of (A) 2.0, multiplied by (B) the sum of (x) the Executive’s Base Salary at the time of such termination of employment, plus (y) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs, which shall be paid by the Company to the Executive in a lump sum on the first payroll date following the 60th day after such termination of employment;
(ii) an amount equal to the product of (A) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs, multiplied by (B) a fraction (x) the numerator of which is expressly understood the number of days that the CompanyExecutive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365, which shall be paid by the Company to the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(iii) the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable; and
(iv) acceleration of any outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(d) If the Employment Period ends early at any time pursuant to subparagraph 5(b) on account of the Executive’s payment obligations under paragraph 2(b) shall cease death or Disability, the Executive (or in the event of the Executive’s death, his estate or eligible dependents, as applicable) shall be entitled to receive the following:
(i) the Assumed Pro Rata Bonus, which shall be paid by the Company to the Executive breaches any (or to his estate) in a single lump sum by March 15 of his obligations under this Agreement. Executive the calendar year following the calendar year in which such termination of employment occurs;
(ii) the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable (provided that in the event of the Executive’s death, the COBRA Reimbursements or the Substitute Payments, as applicable, shall not be required paid to mitigate the amount Executive’s eligible dependents); and
(iii) acceleration of any payment outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(e) Any payment, reimbursement or benefit under the last sentence of subparagraph 6(a) or subparagraph 6(b), 6(c) or 6(d) that is not made or provided for in this Agreement by seeking other during the period following the Executive’s termination of employment or otherwise. because the Executive shall (or, if applicable, his estate) has not be eligible to participate in any other severance pay program or policy of executed the Company, except for the payments release described in this Agreement. subparagraph 6(f) shall be paid to the Executive in a single lump sum (or shall be provided to the Executive) on the first payroll date following the 60th day after such termination of employment; provided that the Executive (or, if applicable, his estate) executes and does not revoke the release in accordance with the requirements of subparagraph 6(f).
(f) Notwithstanding anything herein to the contrary, the Company Executive (or, if applicable, his estate) shall not be obligated entitled to make receive any payment payment, reimbursement or provide any benefit under paragraph 2(bthe last sentence of subparagraph 6(a) or subparagraph 6(b), 6(c) or 6(d) hereof unless (i) prior to the 60th day following such termination of employment, the Executive (or, if applicable, his estate) executes a standard release of all current or future claims, known or unknown, arising on or before the date of the release release, against AGNC, the Company and each of its their subsidiaries and their directors, managers, officers, employees and affiliates affiliates, in a reasonable standard form of release provided by the Board and customary form approved agreed to by Crysteel the Executive (which release shall not impose any further obligations, covenants or duties on the Executive), and (ii) Executive does not revoke such release during any applicable revocation period. The Company will provide Executive with period has expired prior to the form 60th day following such termination of release no later than seven (7) days following termination. If employment without the Executive does not execute the release or (or, if the Executive revokes the applicable, his estate) revoking such release, in each case, within the required period as specified within the release, then the payments under paragraph 2(b) shall be discontinued.
Appears in 1 contract
Post-Employment Payments. (a) At the end of the Executive’s employment with the Company for any reason, the Executive shall cease to have any rights to salary, equity awards, expense reimbursements or other benefits, except that (to the extent applicable) the Executive shall be entitled to (i) any base salary Base Salary which has accrued been earned but is unpaid, with respect to the fiscal year of the termination, a pro rata portion of any performance bonus which has accrued for such fiscal year (unpaid as of the end of the Employment Period, which shall be paid by the Company to the Executive on the first payroll date following the Executive’s termination of terminationemployment, (ii) any annual cash bonus that has been earned for a prior calendar year pursuant to subparagraph 4(b) but is unpaid, which shall be paid by the Company to the Executive by March 15 of the calendar year in which the Executive’s termination of employment occurs (but only if the termination is not a Termination For Cause or a Voluntary Termination), (iii) any reimbursable expenses which have been incurred but are unpaid, and any unexpired vacation days which have accrued under Crysteel’s vacation policy but are unused, unpaid as of the termination date end of the Executive’s employment Employment Period, which shall be paid by the Company to the Executive in accordance with the Company’s applicable reimbursement policies, (iiiv) any rights under profits interest grants and other equity incentive grants or plan benefits which by their terms extend beyond termination of the Executive’s employment (but only to the extent provided in any profits interest grants and other equity incentive grants theretofore granted to Executive or any other benefit plan in which the Executive has participated as an employee of the CompanyCompany and excluding, except as hereinafter provided in subparagraph 6(b), 6(c) or 6(d), any severance pay program or policy of AGNC, the Company or any of their subsidiaries) and (iiiv) any benefits to which the Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amendedamended (“COBRA”). In addition, and (ivsubject to subparagraph 6(f), the Executive shall be entitled to the additional amounts described in subparagraph 6(b), 6(c) any payments contemplated or 6(d), in the circumstances described in such subparagraphs. Moreover, subject to subparagraph 6(f), unless otherwise expressly agreed to by paragraph 2(b).
(b) If the Company terminates parties, if the Executive’s employment with is terminated by the Company without Board following the end of the Employment Period (for any reason other than a reason that would have constituted a Termination For Cause or Executive voluntarily terminates his had such termination of employment with the Company with Good Reason at any time occurred during the Entitlement Employment Period), Crysteel then the Executive shall be entitled to the greater of (iA) pay Executive his payment of a monthly amount equal to the sum of (x) one-twelfth (1/12th) of the Executive’s then-current annual base salary in effect at salary, plus (y) one-twelfth (1/12th) of the time of such termination Executive’s then-current target annual cash bonus, for a period of twelve (12) months time following such termination of employment equal to one (1) month for each year of the Executive’s service with the Company (which, for the avoidance of doubt, commenced on May 23, 2011) (not to exceed eighteen (18) months), which shall be paid by the Company to the Executive in equal installments over such period in accordance with the Company’s normal payroll practices practices, or (B) the severance provided under any severance policy or arrangement of AGNC, the Company or their affiliates that is applicable to the Executive at the time of such termination.
(b) If the Employment Period ends early pursuant to subparagraph 5(b) on account of a Termination Without Cause or a Termination For Good Reason, and such termination of employment does not occur during the Change of Control Protection Period, the Executive shall be entitled to receive the following:
(i) an amount equal to the product of (A) 1.5, multiplied by (B) the sum of (x) the Executive’s Base Salary at the time of such termination of employment, plus (y) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs, which shall be paid by the Company to the Executive in equal installments over the 18-month period following such termination of employment in accordance with the Company’s normal payroll practices;
(ii) provide an amount equal to the product of (A) the annual cash bonus the Executive with would have been entitled to receive pursuant to subparagraph 4(b) if he had remained employed through December 31 of the opportunity calendar year in which such termination of employment occurs (as determined by the Compensation Committee but assuming that the Executive achieved all qualitative and subjective metrics of the Annual Performance Goals at their target level), multiplied by (B) a fraction (x) the numerator of which is the number of days that the Executive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365 (the “Assumed Pro Rata Bonus”), which shall be paid by the Company to continue the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(iii) (A) if the Executive (or any of his eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to participate COBRA, reimbursement for the Executive’s (and any such eligible dependent’s) COBRA premium payments (provided such reimbursement does not result in Crysteelany taxes or penalties for the Company) until the earlier of (x) the Executive’s health and dental plans eligibility for a period of twelve any such coverage under another employer’s or any other medical plan or (12y) the date that is 18 months following such termination of employment (such period, the “COBRA Period”), with each such COBRA reimbursement being made by the Company to the Executive within 30 days following the payment of any such COBRA premiums by the Executive (and any such eligible dependent) (the “COBRA Reimbursements”); or (B) if the Executive (or any of his eligible dependents) elects continuation coverage under the Company’s medical, dental and/or vision plans pursuant to COBRA but the COBRA Reimbursements would result in taxes or penalties for the Company, monthly cash payments, with each such monthly cash payment being equal to the Executive’s (and any such eligible dependent’s) monthly COBRA premium payments during the COBRA Period, which shall be paid by the Company to the Executive on the same basis first payroll date of each month following the month with respect to which the Executive’s (and any such eligible dependent’s) monthly COBRA premiums were paid during the COBRA Period (the “Substitute Payments”); and
(iv) acceleration of any outstanding unvested awards under the Equity Plan, subject to and in accordance with the same costs as are applicable from time award agreement(s) to time to other officers of Crysteel. Executive agrees that be entered into between AGNC and the period of coverage under such plan pursuant to this paragraph shall count against such plan’s obligation to provide continuation coverage pursuant to COBRAExecutive.
(c) It If the Employment Period ends early pursuant to subparagraph 5(b) on account of a Termination Without Cause or a Termination For Good Reason, and such termination of employment occurs during the Change of Control Protection Period, the Executive shall be entitled to receive the following:
(i) an amount equal to the product of (A) 2.0, multiplied by (B) the sum of (x) the Executive’s Base Salary at the time of such termination of employment, plus (y) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs, which shall be paid by the Company to the Executive in a lump sum on the first payroll date following the 60th day after such termination of employment;
(ii) an amount equal to the product of (A) the Target Annual Bonus Amount for the calendar year in which such termination of employment occurs, multiplied by (B) a fraction (x) the numerator of which is expressly understood the number of days that the CompanyExecutive remained employed during the calendar year in which such termination of employment occurs and (y) the denominator of which is 365, which shall be paid by the Company to the Executive in a single lump sum by March 15 of the calendar year following the calendar year in which such termination of employment occurs;
(iii) the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable; and
(iv) acceleration of any outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(d) If the Employment Period ends early at any time pursuant to subparagraph 5(b) on account of the Executive’s payment obligations under paragraph 2(b) shall cease death or Disability, the Executive (or in the event of the Executive’s death, his estate or eligible dependents, as applicable) shall be entitled to receive the following:
(i) the Assumed Pro Rata Bonus, which shall be paid by the Company to the Executive breaches any (or to his estate) in a single lump sum by March 15 of his obligations under this Agreement. Executive the calendar year following the calendar year in which such termination of employment occurs;
(ii) the COBRA Reimbursements or the Substitute Payments (each as defined in subparagraph 6(b)(iii)), as applicable (provided that in the event of the Executive’s death, the COBRA Reimbursements or the Substitute Payments, as applicable, shall not be required paid to mitigate the amount Executive’s eligible dependents); and
(iii) acceleration of any payment outstanding unvested awards under the Equity Plan, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(e) Any payment, reimbursement or benefit under the last sentence of subparagraph 6(a) or subparagraph 6(b), 6(c) or 6(d) that is not made or provided for in this Agreement by seeking other during the period following the Executive’s termination of employment or otherwise. because the Executive shall (or, if applicable, his estate) has not be eligible to participate in any other severance pay program or policy of executed the Company, except for the payments release described in this Agreement. subparagraph 6(f) shall be paid to the Executive in a single lump sum (or shall be provided to the Executive) on the first payroll date following the 60th day after such termination of employment; provided that the Executive (or, if applicable, his estate) executes and does not revoke the release in accordance with the requirements of subparagraph 6(f).
(f) Notwithstanding anything herein to the contrary, the Company Executive (or, if applicable, his estate) shall not be obligated entitled to make receive any payment payment, reimbursement or provide any benefit under paragraph 2(bthe last sentence of subparagraph 6(a) or subparagraph 6(b), 6(c) or 6(d) hereof unless (i) prior to the 60th day following such termination of employment, the Executive (or, if applicable, his estate) executes a standard release of all current or future claims, known or unknown, arising on or before the date of the release release, against AGNC, the Company and each of its their subsidiaries and their directors, managers, officers, employees and affiliates affiliates, in a reasonable standard form of release provided by the Board and customary form approved agreed to by Crysteel the Executive (which release shall not impose any further obligations, covenants or duties on the Executive), and (ii) Executive does not revoke such release during any applicable revocation period. The Company will provide Executive with period has expired prior to the form 60th day following such termination of release no later than seven (7) days following termination. If employment without the Executive does not execute the release or (or, if the Executive revokes the applicable, his estate) revoking such release, in each case, within the required period as specified within the release, then the payments under paragraph 2(b) shall be discontinued.
Appears in 1 contract
Post-Employment Payments. (a) At the end of Executive’s employment with the Company for any reason, Executive shall cease to have any rights to salary, equity awards, expense reimbursements or other benefits, except that Executive shall be entitled to (i) any base salary Base Salary which has accrued but is unpaid, with respect to the fiscal year of the termination, a pro rata portion of any performance bonus which has accrued for such fiscal year (as of the date of termination) but is unpaid, any reimbursable expenses which have been incurred but are unpaid, and any unexpired vacation days which have accrued under Crysteelthe Company’s vacation policy but are unused, as of the termination date end of the Executive’s employment with the CompanyEmployment Period, (ii) any rights under profits interest grants and other vested equity incentive award grants or vested plan benefits which by their terms extend beyond the termination of Executive’s employment (but only to the extent provided in any profits interest grants and other equity incentive grants award theretofore granted to Executive or under any other benefit plan in which Executive has participated as an employee of the CompanyCompany and excluding, except as hereinafter provided in subparagraph 7(b), any severance pay program or policy of the Company) and (iii) any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amendedamended (“COBRA”). In addition, Executive shall be entitled to the additional benefits and (iv) any payments contemplated by paragraph 2(bamounts described in subparagraph 7(b), in the circumstance described in such subparagraph.
(b) If the Company terminates Executive’s employment with the Company without Employment Period ends early pursuant to paragraph 6 on account of a Termination for Disability, a Termination Without Cause or a Termination For Good Reason, Executive voluntarily terminates his employment with the Company with Good Reason at any time during the Entitlement Period, Crysteel shall be entitled to receive:
(i) pay Executive his base salary in effect «Hisher» Base Salary at the time of such termination for a period of twelve (12) «Months» months following such termination (the “Severance Period”) in accordance with the Company’s normal payroll practices and practices;
(ii) provide Executive with continuation of the opportunity Standard Benefits Package, to continue the extent available to participate terminated employees, including coverage in Crysteelthe Company’s health medical and dental plans plan (with a monthly premium cost to Executive equal to the amount Executive was required to pay as a monthly premium for a period participation in such plan immediately prior to termination, which amount shall be withheld by the Company from payments made to Executive as described above in subparagraph (7)(b)(i)) until the earlier of twelve (12i) months following such Executive notifies Company that he/she has coverage under another employer’s medical plan or (ii) the termination on of the same basis and with the same costs as are applicable from time to time to other officers of CrysteelSeverance Period. Executive agrees that the period of coverage under such plan pursuant to this paragraph shall count against such plan’s obligation to provide continuation coverage pursuant to COBRA.
(c) . It is expressly understood that the Company’s payment obligations and Executive’s participation rights under paragraph 2(bthis subparagraph (b) shall cease in the event of a material breach by Executive breaches any of his obligations under the terms of this Agreement. ; and
(iii) To the extent that the Guaranteed Bonus for fiscal year 2008 has not been fully earned or paid prior to the termination of employment, payment of the Guaranteed Bonus or the pro rata portion thereof earned during the period Executive was employed by the Company.
(c) Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise. Executive shall not be eligible to participate in any other severance pay program or policy of the Company, except for the payments described in this Agreement. Notwithstanding anything herein to the contrary, the Company shall not be obligated to make any payment or provide any benefit under paragraph 2(b) hereof unless (i) Executive executes a release of all current or future claims, known or unknown, arising on or before the date of the release against the Company and each of its directors, officers, employees and affiliates in a reasonable and customary form approved by Crysteel and (ii) Executive does not revoke such release during any applicable revocation period. The Company will provide Executive with the form of release no later than seven (7) days following termination. If the Executive does not execute the release or if the Executive revokes the release, in each case, within the required period as specified within the release, then the payments under paragraph 2(b) shall be discontinuedemployment.
Appears in 1 contract
Samples: Employment Agreement (Tarragon Corp)
